United Technologies Announces Early Tender Results of Cash Tender Offers for Goodrich Notes

HARTFORD, Conn., Dec. 21, 2012 /PRNewswire/ -- United Technologies Corp.  (NYSE: UTX) today announced the early tender results as of 5:00 p.m. (New York City time) on December 20, 2012 (the "Early Tender Time") for the previously announced cash tender offers (the "Offers") for six series of outstanding notes issued by the Goodrich Corporation, which Offers were extended on December 19, 2012. As of the Early Tender Time, approximately $30.6 million principal amount of the 2018 notes, approximately $129.0 million principal amount of the 2020 notes, approximately $305.2 million principal amount of the 2021 notes, approximately $9.1 million principal amount of the 2027 notes, approximately $120.2 million principal amount of the 2036 notes and approximately $40.8 million principal amount of the 2038 notes were validly tendered and not validly withdrawn in the Offers, or a total of $635.0 million principal amount of all notes subject to the Offers.

Subject to the terms and conditions of the Offers, UTC expects that it will accept for purchase all of the notes validly tendered and not validly withdrawn pursuant to the Offers at or prior to the Early Tender Time.  Pursuant to the terms of the Offers, holders of additional notes may tender additional notes at or prior to 12:00 midnight, New York City time, at the end of January 7, 2013, unless any one or more of the Offers are earlier terminated or extended by UTC in its sole discretion (the date and time, as the same may be earlier terminated or extended with respect to any one or more of the Offers, the "Expiration Time").

Holders of notes who validly tendered and did not validly withdraw notes at or prior to the Early Tender Time and whose notes are purchased pursuant to the Offers will receive the "Total Consideration" (listed in the table below), which includes an early tender payment of $30 per $1,000 principal amount of notes accepted for purchase (the "Early Tender Premium"). Holders of notes who validly tender after the Early Tender Time but at or prior to the Expiration Time and whose notes are purchased pursuant to the Offers will receive the "Tender Offer Consideration" (listed in the table below) which is equal to 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.

 

Title of

Security/CUSIP No.

Outstanding Principal Amount

Maximum Series Tender Cap

Amount

Tendered at

Early Tender Time

Early

Tender

Premium(1)

Tender Offer

Consideration(1)

Total

Consideration(1)

6.800% Medium Term Notes, Series A due 2018

(38238QAM8)

$130,000,000

$50,000,000

$30,633,000

$30

$1,258.39

$1,288.39

4.875% Senior Notes due 2020

(382388AW6)

$300,000,000

$150,000,000

$128,960,000

$30

$1,180.51

$1,210.51

3.600% Senior Notes due 2021(2)

(382388AX4)

$600,000,000

$350,000,000

$305,222,000

$30

$1,097.65

$1,127.65

7.100% Medium Term Notes, Series A due 2027

(38238QAL0)

$150,000,000

$25,000,000

$9,128,000

$30

$1,414.68

$1,444.68

6.800% Senior Notes due 2036

(382388AU0)

$254,589,000

$135,000,000

$120,229,000

$30

$1,419.83

$1,449.83

7.000% Senior Notes due 2038

(382388AL0)

$200,000,000

$50,000,000

$40,840,000

$30

$1,461.58

$1,491.58

 

(1)

Per $1,000 principal amount of notes tendered and accepted for purchase.

(2)

Total Consideration for this Offer is based on reference to a fixed spread over the yield to the November 1, 2020 par call date.



 

The settlement for those notes accepted by UTC in connection with the Early Tender Time is currently expected to be Friday, December 21, 2012. Notes tendered pursuant to the Offers may no longer be withdrawn, unless otherwise required by law.

Each of the Offers will expire at the Expiration Time. UTC may amend, extend or terminate the Offers at any time.

No Offer is conditioned on any of the other Offers or upon any minimum principal amount of notes of any series being tendered.  However, UTC's obligation to accept for purchase, and to pay for notes validly tendered and not validly withdrawn pursuant to any Offer is subject to, and conditioned upon, the satisfaction of the conditions set forth in the Offer to Purchase.

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, Deutsche Bank Securities Inc. and Goldman, Sachs & Co. 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.

UTC-IR

www.utc.com

Contact:

Ian Race


(860) 728-6515

 

SOURCE United Technologies Corp.



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