HARTFORD, Conn., Dec. 6, 2012 /PRNewswire/ -- United Technologies
Corp. (NYSE:UTX) (the "Company," "us" or "UTC") today announced it
has commenced cash tender offers (the "Offers") for six series of
outstanding notes issued by the Goodrich Corporation, which was
acquired by UTC earlier this year and is now a wholly-owned
subsidiary of UTC. With this offer, UTC expects to pay down a
portion of the long-term debt issued by Goodrich Corporation.
UTC does not guarantee the notes, and SEC registration of the notes
was terminated on July 27, 2012.
The Offers are being made pursuant to an Offer to Purchase,
dated Dec. 6, 2012 (the "Offer to
Purchase") and related Letter of Transmittal, dated Dec. 6, 2012 (the "Letter of Transmittal"), which
set forth a description of terms of the Offers. A summary of
the Offers is outlined below:
Title
of Security/
CUSIP
No.
|
Outstanding
Principal
Amount
|
Maximum
Series
Tender
Cap
|
Reference
U.S.
Treasury
Security
|
Bloomberg
Reference
Page(1)
|
Fixed
Spread
(Basis
Points)
|
Early
Tender
Premium(2)
|
6.800%
Medium Term Notes,
Series A due 2018
(CUSIP No.
38238QAM8)
|
$130,000,000
|
$50,000,000
|
0.625%
due
November 30,
2017
|
PX1
|
25
bps
|
$30
|
|
|
|
|
|
|
|
4.875%
Senior Notes due 2020
(CUSIP No.
382388AW6)
|
$300,000,000
|
$125,000,000
|
1.625%
due
November 15,
2022
|
PX1
|
-5
bps
|
$30
|
|
|
|
|
|
|
|
3.600%
Senior Notes due 2021
(CUSIP No.
382388AX4)
|
$600,000,000
|
$250,000,000
|
1.625%
due
November 15,
2022
|
PX1
|
5
bps
|
$30
|
|
|
|
|
|
|
|
7.100%
Medium Term Notes, Series A due 2027
(CUSIP No.
38238QAL0)
|
$150,000,000
|
$25,000,000
|
1.625%
due
November
15,
2022
|
PX1
|
150
bps
|
$30
|
|
|
|
|
|
|
|
6.800%
Senior Notes due 2036
(CUSIP No.
382388AU0)
|
$254,589,000
|
$40,000,000
|
2.75%
due
August 15,
2042
|
PX1
|
90
bps
|
$30
|
|
|
|
|
|
|
|
7.000%
Senior Notes due 2038
(CUSIP No.
382388Al0)
|
$200,000,000
|
$25,000,000
|
2.75%
due
August 15,
2042
|
PX1
|
95
bps
|
$30
|
|
(1) The
applicable page on Bloomberg from which the Joint Dealer Managers
will quote the bid side prices of the applicable Reference U.S.
Treasury Security.
|
(2) Per
$1,000 principal amount of Notes.
|
The Offers are scheduled to expire at midnight, New York City time, at the end of Jan. 7, 2013, unless any one or more of the
Offers are earlier terminated or extended by UTC in its sole
discretion (such date and time, as the same may be extended with
respect to any one or more of the Offers, the "Expiration
Time"). Holders of the notes must validly tender their notes
at or before 5 p.m., New York City time, on Dec. 19, 2012, unless extended by us (such date
and time, as the same may be extended with respect to any one or
more of the Offers, the "Early Tender Time"), to be eligible to
receive the Total Consideration (as defined below). Tenders
of notes may be validly withdrawn at any time prior to 5 p.m., New York
City time, on Dec. 19, 2012,
unless extended by the Company with respect to any one or more of
the Offers. After such time, notes may not be validly
withdrawn except as otherwise provided in the Offer to Purchase or
as required by law.
The consideration paid in each of the Offers will be determined
in the manner described in the Offer to Purchase by reference to a
fixed spread over the yield to maturity of the applicable U.S.
Treasury Security (the "Reference U.S. Treasury Security")
specified in the table above and on the cover page of the Offer to
Purchase in the column entitled "Reference U.S. Treasury
Security." Holders who validly tender and do not validly
withdraw notes at or prior to the Early Tender Time that are
accepted for purchase will receive the "Total Consideration," which
includes an early tender payment of $30 per $1,000
principal amount of notes accepted for purchase (the "Early Tender
Premium"). Holders who validly tender and do not validly
withdraw notes after the Early Tender Time but at or prior to the
Expiration Time that are accepted for purchase will receive the
Total Consideration minus the Early Tender Premium. In
addition, in each case holders will receive accrued and unpaid
interest on their notes up to, but excluding, the applicable
settlement date.
The principal amount of each series of notes purchased pursuant
to the Offers will not exceed the applicable Maximum Series Tender
Cap. Subject to the terms and conditions of the Offers, UTC
may, at its option, accept for purchase and pay for (i) promptly
after the Early Tender Time and at or prior to the Expiration Time
(such payment date being the "Early Settlement Date"), a portion of
the notes of any series that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time up to the applicable
Maximum Series Tender Cap, and (ii) promptly after the Expiration
Time, accept for purchase and pay for a principal amount of notes
of each series up to the applicable Maximum Series Tender Cap, less
the principal amount of any notes of such series purchased on the
Early Settlement Date (if any), in each case subject to proration
as described in the Offer to Purchase.
No Offer is conditioned on any of the other Offers or upon any
minimum principal amount of notes of any series being tendered.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such offer, solicitation, or sale would be unlawful.
The Offers are being made solely pursuant to terms and conditions
set forth in the Offer to Purchase and the Letter of
Transmittal.
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch"), Deutsche Bank Securities Inc. ("Deutsche Bank") and
Goldman, Sachs, & Co. ("Goldman Sachs") are serving as Joint
Dealer Managers for the Offers. Questions regarding the
Offers may be directed to Merrill Lynch at 888-292-0070 (toll free)
or 646-855-3401 (collect), to Deutsche Bank at 866-627-0391 (toll
free) or 212-250-2955 (collect), or to Goldman Sachs at
800-828-3182 (toll free) or 212-902-6941 (collect). Requests
for the Offer to Purchase or the Letter of Transmittal or the
documents incorporated by reference therein may be directed to
D.F. King & Co., Inc., which is
acting as Tender and Information Agent for the Offers, at the
following telephone numbers: banks and brokers, (212) 269-5550; all
others toll free at (800) 967-4604.
United Technologies Corp., based in Hartford, Conn., is a diversified company
providing high technology products and services to the building and
aerospace industries.
This press release includes statements related to proposed
transactions, anticipated uses of cash, and plans to reduce debt
that constitute "forward-looking statements" under the securities
laws. Forward-looking statements can be identified by the use
of words such as "believe," "expect," "expectations," "plans,"
"strategy," "prospects," "estimate," "project," "target,"
"anticipate," "will," "should," "see," "guidance," "confident" and
other words of similar meaning in connection with a discussion of
future operating or financial performance. All
forward-looking statements involve risks, uncertainties and
assumptions that may cause actual results to differ materially from
those expressed or implied in the forward-looking statements.
Risks and uncertainties include, without limitation, the effect of
economic conditions in the markets in which we operate, including
financial market conditions, fluctuation in commodity prices,
interest rates and foreign currency exchange rates; future levels
of capital and research and development spending; levels of end
market demand in construction and in the aerospace industry; levels
of air travel; financial difficulties of commercial airlines; the
financial condition of our customers and suppliers; cost reduction
efforts and restructuring costs; the scope, nature or impact of
acquisitions, dispositions, joint ventures and other business
arrangements, including integration of acquired businesses; the
development and production of new products and services; and the
effect of changes in laws and regulations and political conditions
in countries in which we operate and other factors beyond our
control. For additional information identifying risk factors
and uncertainties, see our reports on Forms 10-K, 10-Q and 8-K
filed with the SEC from time to time, including, but not limited
to, the information included in UTC's Forms 10-K and 10-Q under the
headings "Business," "Risk Factors," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and
"Legal Proceedings" and in the notes to the financial statements
included in UTC's Forms 10-K and 10-Q. The forward looking
statements included in this press release are made only as of the
date hereof. UTC undertakes no obligation to update the
forward-looking statements to reflect subsequent events or
circumstances.
Contact: Ian Race
(860) 728-6515
www.utc.com
UTC-IR
SOURCE United Technologies Corp.