Market Snapshot
  • U.S.
  • Europe
  • Asia
Ticker Volume Price Price Delta
DJIA 16,408.54 -16.31 -0.10%
S&P 500 1,864.85 2.54 0.14%
NASDAQ 4,095.52 9.29 0.23%
Ticker Volume Price Price Delta
STOXX 50 3,155.81 16.55 0.53%
FTSE 100 6,625.25 41.08 0.62%
DAX 9,409.71 91.89 0.99%
Ticker Volume Price Price Delta
NIKKEI 14,516.27 98.74 0.68%
TOPIX 1,173.37 6.78 0.58%
HANG SENG 22,760.24 64.23 0.28%

United Technologies Announces Cash Tender Offers for Notes



          United Technologies Announces Cash Tender Offers for Notes

PR Newswire

HARTFORD, Conn., Dec. 6, 2012

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:

                                       Reference           Fixed
Title of     Outstanding  Maximum                Bloomberg         Early
Security/                              U.S.                Spread
             Principal    Series       Treasury  Reference         Tender
CUSIP No.                                                  (Basis
             Amount       Tender Cap   Security  Page^(1)          Premium^(2)
                                                           Points)
6.800%
Medium Term                            0.625%
Notes,                                 due
Series A due $130,000,000 $50,000,000  November  PX1       25 bps  $30
2018                                   30,

(CUSIP No.                             2017
38238QAM8)
4.875%                                 1.625%
Senior Notes                           due
due 2020     $300,000,000 $125,000,000 November  PX1       -5 bps  $30
                                       15,
(CUSIP No.
382388AW6)                             2022
3.600%                                 1.625%
Senior Notes                           due
due 2021     $600,000,000 $250,000,000 November  PX1       5 bps   $30
                                       15,
(CUSIP No.
382388AX4)                             2022
7.100%                                 1.625%
Medium Term                            due 
Notes,
Series A due $150,000,000 $25,000,000  November  PX1       150 bps $30
2027                                   15,

(CUSIP No.                             2022
38238QAL0)
6.800%                                 2.75% due
Senior Notes                           August
due 2036     $254,589,000 $40,000,000  15,       PX1       90 bps  $30

(CUSIP No.                             2042
382388AU0)
7.000%                                 2.75% due
Senior Notes                           August
due 2038     $200,000,000 $25,000,000  15,       PX1       95 bps  $30

(CUSIP No.                             2042
382388Al0)
(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.

Website: http://www.utc.com
Sponsored Links
Advertisement
Advertisements
Sponsored Links
Advertisement