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/







Tender Cap


U.S. Treasury












6.800% Medium Term Notes,
Series A due 2018

(CUSIP No. 38238QAM8)



0.625% due
November 30,



25 bps


4.875% Senior Notes due 2020

(CUSIP No. 382388AW6)



1.625% due
November 15,



-5 bps


3.600% Senior Notes due 2021

(CUSIP No. 382388AX4)



1.625% due
November 15,



5 bps


7.100% Medium Term Notes, Series A due 2027

(CUSIP No. 38238QAL0)



1.625% due 

November 15,



150 bps


6.800% Senior Notes due 2036

(CUSIP No. 382388AU0)



2.75% due
August 15,



90 bps


7.000% Senior Notes due 2038

(CUSIP No. 382388Al0)



2.75% due
August 15,



95 bps


(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  Tenders of notes may be validly withdrawn at any time prior to 5 p.m., New York City time, on Dec. 19, 2012, unless extended by the Company with respect to any one or more of the Offers.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


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
Intelligent machines are here. Robots, self-driving cars, drones, bots and many IoT devices are becoming smarter with Machine Learning. In her session at @ThingsExpo, Sudha Jamthe, CEO of IoTDisruptions.com, will discuss the next wave of business disruption at the junction of IoT and AI, impacting many industries and set to change our lives, work and world as we know it.
Bert Loomis was a visionary. This general session will highlight how Bert Loomis and people like him inspire us to build great things with small inventions. In their general session at 19th Cloud Expo, Harold Hannon, Architect at IBM Bluemix, and Michael O'Neill, Strategic Business Development at Nvidia, will discuss the accelerating pace of AI development and how IBM Cloud and NVIDIA are partnering to bring AI capabilities to "every day," on-demand. They will also review two "free infrastruct...
More and more brands have jumped on the IoT bandwagon. We have an excess of wearables – activity trackers, smartwatches, smart glasses and sneakers, and more that track seemingly endless datapoints. However, most consumers have no idea what “IoT” means. Creating more wearables that track data shouldn't be the aim of brands; delivering meaningful, tangible relevance to their users should be. We're in a period in which the IoT pendulum is still swinging. Initially, it swung toward "smart for smar...
President Obama recently announced the launch of a new national awareness campaign to "encourage more Americans to move beyond passwords – adding an extra layer of security like a fingerprint or codes sent to your cellphone." The shift from single passwords to multi-factor authentication couldn’t be timelier or more strategic. This session will focus on why passwords alone are no longer effective, and why the time to act is now. In his session at 19th Cloud Expo, Chris Webber, security strateg...
SYS-CON Events announced today that Tintri Inc., a leading producer of VM-aware storage (VAS) for virtualization and cloud environments, will present at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Tintri VM-aware storage is the simplest for virtualized applications and cloud. Organizations including GE, Toyota, United Healthcare, NASA and 6 of the Fortune 15 have said “No to LUNs.” With Tintri they manag...
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, will discuss how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team a...
As companies adopt the cloud-to-streamline workflow, deployment hasn’t been very seamless because of IT concerns surrounding security risks. The cloud offers many benefits, but protecting and securing information can be tricky across multiple cloud providers and remains IT’s overall responsibility. In his session at 19th Cloud Expo, Simon Bain, CEO of SearchYourCloud, will address security compliance issues associated with cloud applications and how document-level encryption is critical for sup...
In past @ThingsExpo presentations, Joseph di Paolantonio has explored how various Internet of Things (IoT) and data management and analytics (DMA) solution spaces will come together as sensor analytics ecosystems. This year, in his session at @ThingsExpo, Joseph di Paolantonio from DataArchon, will be adding the numerous Transportation areas, from autonomous vehicles to “Uber for containers.” While IoT data in any one area of Transportation will have a huge impact in that area, combining sensor...
DevOps is speeding towards the IT world like a freight train and the hype around it is deafening. There is no reason to be afraid of this change as it is the natural reaction to the agile movement that revolutionized development just a few years ago. By definition, DevOps is the natural alignment of IT performance to business profitability. The relevance of this has yet to be quantified but it has been suggested that the route to the CEO’s chair will come from the IT leaders that successfully ma...
We are always online. We access our data, our finances, work, and various services on the Internet. But we live in a congested world of information in which the roads were built two decades ago. The quest for better, faster Internet routing has been around for a decade, but nobody solved this problem. We’ve seen band aid approaches like CDNs that attack a niche's slice of static content part of the Internet, but that’s it. It does not address the dynamic services-based Internet of today. It doe...
Join IBM November 2 at 19th Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA, and learn how to go beyond multi-speed it to bring agility to traditional enterprise applications. Technology innovation is the driving force behind modern business and enterprises must respond by increasing the speed and efficiency of software delivery. The challenge is that existing enterprise applications are expensive to develop and difficult to modernize. This often results in what Gartner calls...
Although it has gained significant traction in the consumer space, IoT is still in the early stages of adoption in enterprises environments. However, many companies are working on initiatives like Industry 4.0 that includes IoT as one of the key disruptive technologies expected to reshape businesses of tomorrow. The key challenges will be availability, robustness and reliability of networks that connect devices in a business environment. Software Defined Wide Area Network (SD-WAN) is expected to...
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...
The Internet of Things (IoT), in all its myriad manifestations, has great potential. Much of that potential comes from the evolving data management and analytic (DMA) technologies and processes that allow us to gain insight from all of the IoT data that can be generated and gathered. This potential may never be met as those data sets are tied to specific industry verticals and single markets, with no clear way to use IoT data and sensor analytics to fulfill the hype being given the IoT today.
@ThingsExpo has been named the Top 5 Most Influential M2M Brand by Onalytica in the ‘Machine to Machine: Top 100 Influencers and Brands.' Onalytica analyzed the online debate on M2M by looking at over 85,000 tweets to provide the most influential individuals and brands that drive the discussion. According to Onalytica the "analysis showed a very engaged community with a lot of interactive tweets. The M2M discussion seems to be more fragmented and driven by some of the major brands present in the...