United Technologies Announces Cash Tender Offers for Notes
HARTFORD, Conn., May 7, 2013
HARTFORD, Conn., May 7, 2013 /PRNewswire/ --United Technologies Corp. (NYSE:
UTX) today announced it has commenced cash tender offers (the "Offers") for
(1) any and all of two series of outstanding notes issued by the Goodrich
Corporation, which is now a wholly owned subsidiary of UTC, and (2) up to
$500,000,000 of principal amount of the 1.200% Senior Notes due 2015 issued by
UTC. Goodrich was acquired by UTC in 2012. With these Offers, UTC expects to
pay down a portion of the long-term debt issued by Goodrich, as well as a
portion of debt issued by UTC. UTC does not guarantee the Goodrich notes, and
SEC registration of the Goodrich notes was terminated on July 27, 2012.
The Offers are being made pursuant to an Offer to Purchase, dated May 7, 2013
(the "Offer to Purchase") and related Letter of Transmittal, dated May 7, 2013
(the "Letter of Transmittal"), which set forth a description of terms of the
Offers. A summary of the Offers is outlined below:
Title of Outstanding Maximum Reference Bloomberg Fixed Hypothetical Early Hypothetical
Security/ Principal Series U.S. Reference Spread Tender Offer Tender Total
Amount Tender Cap Treasury Page^(1) (Basis Consideration^(2)(3) Premium^(2) Consideration^(2)(3)
CUSIP No. Security Points)
2016 0.25% UST
("2016 $290,753,000 N/A due BBT1 40 $1,120.29 $50 $1,170.29
Notes due 0.625%
2019 $300,000,000 N/A UST due BBT1 72 $1,206.99 $50 $1,256.99
Notes due 0.125%
2015 $1,000,000,000 $500,000,000 UST due BBT1 12.5 $967.32 $50 $1,017.32
(1)The applicable page on Bloomberg from which the Lead Dealer Manager will
quote the bid side prices of the applicable Reference U.S. Treasury Security.
(2)Per $1,000 principal amount of notes.
(3)Plus accrued and unpaid interest from the last interest date up to, but
excluding, the applicable Settlement Date, payable on the applicable
The Offers are scheduled to expire at 11:59 p.m., New York City time, on June
4, 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 May 20, 2013, unless extended by UTC (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 5:00 p.m., New York City time, on May 20, 2013, unless
extended by UTC 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 $50 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 (the "Tender Offer Consideration"). In addition, in each case holders
who tender will receive accrued and unpaid interest on their notes up to, but
excluding, the applicable settlement date.
UTC currently intends that, following the Early Tender Time but prior to the
Expiration Time, it will commence the redemption of some, and under certain
circumstances up to all, of the 2015 Notes that remain outstanding following
the consummation of the Offer for the 2015 Notes. Such 2015 Notes would be
redeemed in accordance with the terms of the indenture governing the 2015
Notes. UTC currently intends to redeem such amount of 2015 Notes so that the
sum of (1) the aggregate principal amount of 2015 Notes redeemed in such
redemption and (2) the aggregate principal amount of all 2016 Notes, 2019
Notes and 2015 Notes accepted for purchase pursuant to the Offers equals
approximately $1,000,000,000. Since the redemption price has yet to be
determined, it is possible that such redemption price will be less or more
than the Total Consideration and/or the Tender Offer Consideration for the
2015 Notes in the Offer. However, the company is not obligated to undertake
any such redemption, and there can be no assurance that it will redeem any
2015 Notes that remain outstanding after consummation of the Offer for the
2015 Notes or the timing of, or amount of any 2015 Notes subject to, any
redemption that it undertakes.
No Offer is conditioned on any of the other Offers or upon any minimum
principal amount of notes of any series being tendered.
UTC will fund purchases of notes pursuant to the Offers with cash on hand.
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 the terms and
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Goldman, Sachs & Co. ("Goldman Sachs") is serving as Lead Dealer Manager for
the Offers and Banca IMI Securities Corp., Barclays Capital Inc., BNP Paribas
Securities Corp., BNY Mellon Capital Markets, LLC, and RBC Capital Markets,
LLC are each serving as a Co-Dealer Manager for the Offers. Questions
regarding the Offers may be directed to Goldman Sachs at 800-828-3182 (toll
free) or 212-357-0215 (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 the Tender Agent 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, Connecticut, is a diversified
company providing high technology products and services to the building and
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 "intend," "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.
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