United Technologies Announces Early Tender Results of Cash Tender Offers for
HARTFORD, Conn., Dec. 21, 2012
HARTFORD, Conn., Dec. 21, 2012 /PRNewswire/ --United Technologies Corp.
(NYSE: UTX) today announced the early tender results as of 5:00 p.m. (New York
City time) on December 20, 2012 (the "Early Tender Time") for the previously
announced cash tender offers (the "Offers") for six series of outstanding
notes issued by the Goodrich Corporation, which Offers were extended on
December 19, 2012. As of the Early Tender Time, approximately $30.6 million
principal amount of the 2018 notes, approximately $129.0 million principal
amount of the 2020 notes, approximately $305.2 million principal amount of the
2021 notes, approximately $9.1 million principal amount of the 2027 notes,
approximately $120.2 million principal amount of the 2036 notes and
approximately $40.8 million principal amount of the 2038 notes were validly
tendered and not validly withdrawn in the Offers, or a total of $635.0 million
principal amount of all notes subject to the Offers.
Subject to the terms and conditions of the Offers, UTC expects that it will
accept for purchase all of the notes validly tendered and not validly
withdrawn pursuant to the Offers at or prior to the Early Tender Time.
Pursuant to the terms of the Offers, holders of additional notes may tender
additional notes at or prior to 12:00 midnight, New York City time, at the end
of January 7, 2013, unless any one or more of the Offers are earlier
terminated or extended by UTC in its sole discretion (the date and time, as
the same may be earlier terminated or extended with respect to any one or more
of the Offers, the "Expiration Time").
Holders of notes who validly tendered and did not validly withdraw notes at or
prior to the Early Tender Time and whose notes are purchased pursuant to the
Offers will receive the "Total Consideration" (listed in the table below),
which includes an early tender payment of $30 per $1,000 principal amount of
notes accepted for purchase (the "Early Tender Premium"). Holders of notes who
validly tender after the Early Tender Time but at or prior to the Expiration
Time and whose notes are purchased pursuant to the Offers will receive the
"Tender Offer Consideration" (listed in the table below) which is equal to 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.
Title of Outstanding Maximum Tender Offer Total
Principal Series Tendered at Tender
Security/CUSIP Amount Tender Cap Consideration^(1) Consideration^(1)
No. Early Tender Premium^(1)
Series A due $130,000,000 $50,000,000 $30,633,000 $30 $1,258.39 $1,288.39
Notes due 2020 $300,000,000 $150,000,000 $128,960,000 $30 $1,180.51 $1,210.51
2021^(2) $600,000,000 $350,000,000 $305,222,000 $30 $1,097.65 $1,127.65
SeriesA due $150,000,000 $25,000,000 $9,128,000 $30 $1,414.68 $1,444.68
Notes due 2036 $254,589,000 $135,000,000 $120,229,000 $30 $1,419.83 $1,449.83
Notes due 2038 $200,000,000 $50,000,000 $40,840,000 $30 $1,461.58 $1,491.58
(1) Per $1,000 principal amount of notes tendered and accepted for purchase.
(2) Total Consideration for this Offer is based on reference to a fixed
spread over the yield to the November 1, 2020 par call date.
The settlement for those notes accepted by UTC in connection with the Early
Tender Time is currently expected to be Friday, December 21, 2012. Notes
tendered pursuant to the Offers may no longer be withdrawn, unless otherwise
required by law.
Each of the Offers will expire at the Expiration Time. UTC may amend, extend
or terminate the Offers at any time.
No Offer is conditioned on any of the other Offers or upon any minimum
principal amount of notes of any series being tendered. However, UTC's
obligation to accept for purchase, and to pay for notes validly tendered and
not validly withdrawn pursuant to any Offer is subject to, and conditioned
upon, the satisfaction of the conditions set forth in the Offer to Purchase.
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, Deutsche Bank Securities
Inc. and Goldman, Sachs & Co. 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)
United Technologies Corp., based in Hartford, Conn., is a diversified company
providing high technology products and services to the building and aerospace
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
SOURCE United Technologies Corp.
Press spacebar to pause and continue. Press esc to stop.