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
The increasing popularity of the Internet of Things necessitates that our physical and cognitive relationship with wearable technology will change rapidly in the near future. This advent means logging has become a thing of the past. Before, it was on us to track our own data, but now that data is automatically available. What does this mean for mHealth and the "connected" body? In her session at @ThingsExpo, Lisa Calkins, CEO and co-founder of Amadeus Consulting, will discuss the impact of wea...
See storage differently! Storage performance problems have only gotten worse and harder to solve as applications have become largely virtualized and moved to a cloud-based infrastructure. Storage performance in a virtualized environment is not just about IOPS, it is about how well that potential performance is guaranteed to individual VMs for these apps as the number of VMs keep going up real time. In his session at 18th Cloud Expo, Dhiraj Sehgal, in product and marketing at Tintri, will discu...
SYS-CON Events announced today that Peak 10, Inc., a national IT infrastructure and cloud services provider, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Peak 10 provides reliable, tailored data center and network services, cloud and managed services. Its solutions are designed to scale and adapt to customers’ changing business needs, enabling them to lower costs, improve performance and focus inter...
We’ve worked with dozens of early adopters across numerous industries and will debunk common misperceptions, which starts with understanding that many of the connected products we’ll use over the next 5 years are already products, they’re just not yet connected. With an IoT product, time-in-market provides much more essential feedback than ever before. Innovation comes from what you do with the data that the connected product provides in order to enhance the customer experience and optimize busi...
Up until last year, enterprises that were looking into cloud services usually undertook a long-term pilot with one of the large cloud providers, running test and dev workloads in the cloud. With cloud’s transition to mainstream adoption in 2015, and with enterprises migrating more and more workloads into the cloud and in between public and private environments, the single-provider approach must be revisited. In his session at 18th Cloud Expo, Yoav Mor, multi-cloud solution evangelist at Cloudy...
In his session at @ThingsExpo, Chris Klein, CEO and Co-founder of Rachio, will discuss next generation communities that are using IoT to create more sustainable, intelligent communities. One example is Sterling Ranch, a 10,000 home development that – with the help of Siemens – will integrate IoT technology into the community to provide residents with energy and water savings as well as intelligent security. Everything from stop lights to sprinkler systems to building infrastructures will run ef...
SYS-CON Events announced today that Enzu, a leading provider of cloud hosting solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Enzu’s mission is to be the leading provider of enterprise cloud solutions worldwide. Enzu enables online businesses to use its IT infrastructure to their competitive advantage. By offering a suite of proven hosting and management services, Enzu wants companies to foc...
So, you bought into the current machine learning craze and went on to collect millions/billions of records from this promising new data source. Now, what do you do with them? Too often, the abundance of data quickly turns into an abundance of problems. How do you extract that "magic essence" from your data without falling into the common pitfalls? In her session at @ThingsExpo, Natalia Ponomareva, Software Engineer at Google, will provide tips on how to be successful in large scale machine lear...
SYS-CON Events announced today that Stratoscale, the software company developing the next generation data center operating system, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Stratoscale is revolutionizing the data center with a zero-to-cloud-in-minutes solution. With Stratoscale’s hardware-agnostic, Software Defined Data Center (SDDC) solution to store everything, run anything and scale everywhere...
Digital payments using wearable devices such as smart watches, fitness trackers, and payment wristbands are an increasing area of focus for industry participants, and consumer acceptance from early trials and deployments has encouraged some of the biggest names in technology and banking to continue their push to drive growth in this nascent market. Wearable payment systems may utilize near field communication (NFC), radio frequency identification (RFID), or quick response (QR) codes and barcodes...
Angular 2 is a complete re-write of the popular framework AngularJS. Programming in Angular 2 is greatly simplified – now it's a component-based well-performing framework. This immersive one-day workshop at 18th Cloud Expo, led by Yakov Fain, a Java Champion and a co-founder of the IT consultancy Farata Systems and the product company SuranceBay, will provide you with everything you wanted to know about Angular 2.
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
SYS-CON Events announced today that Men & Mice, the leading global provider of DNS, DHCP and IP address management overlay solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. The Men & Mice Suite overlay solution is already known for its powerful application in heterogeneous operating environments, enabling enterprises to scale without fuss. Building on a solid range of diverse platform support,...
Unless you don’t use the internet, don’t live in California, or haven’t been paying attention to the recent news… you should be aware that self-driving cars are on their way to becoming a reality. I have seen them – they are real. If you believe in the future reality of self-driving cars, then continue reading on. If you don’t believe in the future possibilities, then I am not sure what to do to convince you other than discuss the very real changes that will roll out with the consumer producti...
You deployed your app with the Bluemix PaaS and it's gaining some serious traction, so it's time to make some tweaks. Did you design your application in a way that it can scale in the cloud? Were you even thinking about the cloud when you built the app? If not, chances are your app is going to break. Check out this webcast to learn various techniques for designing applications that will scale successfully in Bluemix, for the confidence you need to take your apps to the next level and beyond.