2014

United Technologies Announces Cash Tender Offers for Notes

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 Security/

CUSIP No.

Outstanding Principal
Amount

Maximum Series
Tender Cap

Reference
U.S. Treasury
Security

Bloomberg Reference Page(1)

Fixed Spread (Basis Points)

Hypothetical
Tender Offer
Consideration(2)(3)

Early
Tender
Premium(2)

Hypothetical
Total
Consideration(2)(3)

6.290% Senior Notes due 2016
("2016 Notes") (CUSIP Nos.
382388AS5, 382388AR7)

$290,753,000

N/A

0.25% UST due 4/15/16

BBT1

40

$1,120.29

$50

$1,170.29










6.125% Senior Notes due 2019 ("2019 Notes") (CUSIP No. 382388AV8)

$300,000,000

N/A

0.625% UST due 4/30/18

BBT1

72

$1,206.99

$50

$1,256.99










1.200% Senior Notes due 2015 ("2015 Notes") (CUSIP No. 913017BY4)

$1,000,000,000

$500,000,000

0.125% UST due 4/30/15

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 Settlement Date.

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 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 "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.

UTC-IR

Contact: Ian Race
(860) 728-6515
www.utc.com

SOURCE United Technologies Corp.



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