Welcome!

News Feed Item

United Technologies Announces Cash Tender Offers for Notes

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.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
With more than 30 Kubernetes solutions in the marketplace, it's tempting to think Kubernetes and the vendor ecosystem has solved the problem of operationalizing containers at scale or of automatically managing the elasticity of the underlying infrastructure that these solutions need to be truly scalable. Far from it. There are at least six major pain points that companies experience when they try to deploy and run Kubernetes in their complex environments. In this presentation, the speaker will d...
While DevOps most critically and famously fosters collaboration, communication, and integration through cultural change, culture is more of an output than an input. In order to actively drive cultural evolution, organizations must make substantial organizational and process changes, and adopt new technologies, to encourage a DevOps culture. Moderated by Andi Mann, panelists discussed how to balance these three pillars of DevOps, where to focus attention (and resources), where organizations might...
The deluge of IoT sensor data collected from connected devices and the powerful AI required to make that data actionable are giving rise to a hybrid ecosystem in which cloud, on-prem and edge processes become interweaved. Attendees will learn how emerging composable infrastructure solutions deliver the adaptive architecture needed to manage this new data reality. Machine learning algorithms can better anticipate data storms and automate resources to support surges, including fully scalable GPU-c...
When building large, cloud-based applications that operate at a high scale, it's important to maintain a high availability and resilience to failures. In order to do that, you must be tolerant of failures, even in light of failures in other areas of your application. "Fly two mistakes high" is an old adage in the radio control airplane hobby. It means, fly high enough so that if you make a mistake, you can continue flying with room to still make mistakes. In his session at 18th Cloud Expo, Le...
Machine learning has taken residence at our cities' cores and now we can finally have "smart cities." Cities are a collection of buildings made to provide the structure and safety necessary for people to function, create and survive. Buildings are a pool of ever-changing performance data from large automated systems such as heating and cooling to the people that live and work within them. Through machine learning, buildings can optimize performance, reduce costs, and improve occupant comfort by ...
As Cybric's Chief Technology Officer, Mike D. Kail is responsible for the strategic vision and technical direction of the platform. Prior to founding Cybric, Mike was Yahoo's CIO and SVP of Infrastructure, where he led the IT and Data Center functions for the company. He has more than 24 years of IT Operations experience with a focus on highly-scalable architectures.
CI/CD is conceptually straightforward, yet often technically intricate to implement since it requires time and opportunities to develop intimate understanding on not only DevOps processes and operations, but likely product integrations with multiple platforms. This session intends to bridge the gap by offering an intense learning experience while witnessing the processes and operations to build from zero to a simple, yet functional CI/CD pipeline integrated with Jenkins, Github, Docker and Azure...
The explosion of new web/cloud/IoT-based applications and the data they generate are transforming our world right before our eyes. In this rush to adopt these new technologies, organizations are often ignoring fundamental questions concerning who owns the data and failing to ask for permission to conduct invasive surveillance of their customers. Organizations that are not transparent about how their systems gather data telemetry without offering shared data ownership risk product rejection, regu...
René Bostic is the Technical VP of the IBM Cloud Unit in North America. Enjoying her career with IBM during the modern millennial technological era, she is an expert in cloud computing, DevOps and emerging cloud technologies such as Blockchain. Her strengths and core competencies include a proven record of accomplishments in consensus building at all levels to assess, plan, and implement enterprise and cloud computing solutions. René is a member of the Society of Women Engineers (SWE) and a m...
Dhiraj Sehgal works in Delphix's product and solution organization. His focus has been DevOps, DataOps, private cloud and datacenters customers, technologies and products. He has wealth of experience in cloud focused and virtualized technologies ranging from compute, networking to storage. He has spoken at Cloud Expo for last 3 years now in New York and Santa Clara.
Enterprises are striving to become digital businesses for differentiated innovation and customer-centricity. Traditionally, they focused on digitizing processes and paper workflow. To be a disruptor and compete against new players, they need to gain insight into business data and innovate at scale. Cloud and cognitive technologies can help them leverage hidden data in SAP/ERP systems to fuel their businesses to accelerate digital transformation success.
Containers and Kubernetes allow for code portability across on-premise VMs, bare metal, or multiple cloud provider environments. Yet, despite this portability promise, developers may include configuration and application definitions that constrain or even eliminate application portability. In this session we'll describe best practices for "configuration as code" in a Kubernetes environment. We will demonstrate how a properly constructed containerized app can be deployed to both Amazon and Azure ...
Poor data quality and analytics drive down business value. In fact, Gartner estimated that the average financial impact of poor data quality on organizations is $9.7 million per year. But bad data is much more than a cost center. By eroding trust in information, analytics and the business decisions based on these, it is a serious impediment to digital transformation.
Digital Transformation: Preparing Cloud & IoT Security for the Age of Artificial Intelligence. As automation and artificial intelligence (AI) power solution development and delivery, many businesses need to build backend cloud capabilities. Well-poised organizations, marketing smart devices with AI and BlockChain capabilities prepare to refine compliance and regulatory capabilities in 2018. Volumes of health, financial, technical and privacy data, along with tightening compliance requirements by...
Predicting the future has never been more challenging - not because of the lack of data but because of the flood of ungoverned and risk laden information. Microsoft states that 2.5 exabytes of data are created every day. Expectations and reliance on data are being pushed to the limits, as demands around hybrid options continue to grow.