2014

United Technologies Announces Early Tender Results of Debt Tender Offers

HARTFORD, Conn., May 22, 2013 /PRNewswire/ -- United Technologies Corp. (NYSE: UTX) today announced the early tender results for the previously announced debt tender offers (the "Offers") for two series of outstanding notes issued by the Goodrich Corporation, which is now a wholly owned subsidiary of UTC, and one series of outstanding notes issued by UTC.  The Early Tender Time for the Offers was 5 p.m. (New York City time) on May 21, 2013.  As of the Early Tender Time, approximately $102.9 million principal amount of the 2016 Notes, approximately $97.7 million principal amount of the 2019 Notes and approximately $673.4 million principal amount of the 2015 Notes (or a total of $874.0 principal amount of all notes subject to the Offers) were validly tendered and not validly withdrawn in the Offers prior to the Withdrawal Deadline, which was May 20, 2013, at 5 p.m. (New York City time). 

Subject to the terms and conditions of the Offers, UTC accepted for purchase all of the notes validly tendered and not validly withdrawn prior to the Withdrawal Deadline pursuant to the Offers at or prior to the Early Tender Time.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 those notes at or prior to 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 earlier terminated or extended with respect to any one or more of the Offers, the "Expiration Time").

UTC previously announced that there is no longer a Maximum Series Tender Cap applicable to the 2015 Notes, and that the Offer for the 2015 Notes is now for any and all of the outstanding 1.200% Senior Notes due 2015 issued by UTC.  Withdrawal rights for each of the Offers expired at 5 p.m. (New York City time) on May 20, 2013 and have not been extended.

Holders of notes who validly tendered at or prior to the Early Tender Time (and who did not validly withdraw notes prior to the Withdrawal Deadline) and whose notes were purchased pursuant to the Offers will receive the "Total Consideration" (listed in the table below) 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 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

Reference
U.S. Treasury
Security

Bloomberg
Reference
Page(1)

Fixed
Spread
(Basis Points)

Tender Offer
Consideration(2)(3)

Early
Tender
Premium(2)

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

$1,118.77

 

$50

$1,168.77












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

$1,201.64

 

$50

$1,251.64

 












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

$1,000,000,000

N/A

0.125% UST due 4/30/15

BBT1

12.5

$966.79

 

$50

$1016.79

 











(1) The applicable page on Bloomberg from which the Lead Dealer Manager quoted 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 settlement date for those notes tendered at or prior to the Early Tender Time and accepted for purchase by UTC is May 22, 2013.  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.

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. 

UTC currently intends that, prior to the Expiration Time, it will commence the redemption of 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. 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, UTC 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 the Early Tender Time 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. For more information, visit our website at www.utc.com or follow us on Twitter: @UTC.

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

SOURCE United Technologies Corp.



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