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United Technologies Announces Preliminary Results of Cash Tender Offer for Goodrich Notes, Extension of Early Tender Time and Increase in Maximum Series Tender Caps

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HARTFORD, Conn., Dec. 19, 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 19, 2012 for the previously announced cash tender offers (the "Offers") for six series of outstanding notes issued by the Goodrich Corporation. As of that time, approximately $30.5 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 $9.0 million principal amount of the 2027 notes, approximately $120.1 million principal amount of the 2036 notes and approximately $40.8 million principal amount of the 2038 notes have been validly tendered and not validly withdrawn in the Offers. The amount of tendered notes exceeded the previously announced Maximum Series Tender Caps for the 2020 notes, the 2021 notes, the 2036 notes and the 2038 notes. The principal amount of each series of notes accepted for purchase pursuant to the Offers will not exceed the applicable Maximum Series Tender Caps (as set forth in the table below) and the notes may be subject to proration as described in the Offer to Purchase, dated December 6, 2012 (the "Offer to Purchase") and related Letter of Transmittal, dated December 6, 2012 (the "Letter of Transmittal"), previously forwarded to holders, which set forth a description of terms of the Offers. 

UTC announced that it is raising the Maximum Series Tender Caps for the 2020 notes, the 2021 notes, the 2036 notes and the 2038 notes. The table below sets forth the Maximum Series Tender Caps for all Series, after giving effect to the increases. UTC also announced that it has extended the Early Tender Time for each of the Offers to 5:00 p.m. (New York City time) on December 20, 2012 (such extended time, the "Early Tender Time"). Withdrawal rights for each of the Offers expired at 5:00 p.m. (New York City time) on December 19, 2012 and have not been extended. In addition, UTC announced that it has lowered the minimum denominations required for acceptance into the Offers for the 2018 notes and the  2027 notes to $1,000 in each case, as described in the supplement to the Offer to Purchase, dated as of today and forwarded to note holders.

Title of

Security/CUSIP No.

Outstanding

Principal

Amount

Maximum

Series Tender

Cap

Reference

U.S.

Treasury

Security

Reference

Yield

Fixed

Spread

(Basis

Points)

Early

Tender

Premium

Tender Offer

Consideration

 Total

Consideration(1)

6.800% Medium Term

   Notes, Series A due

   2018

(38238QAM8)

$130,000,000

$50,000,000

0.625% due

11/30/17

0.748%

25

$30

$1,258.39

 

 

 

$1,288.39

 

 

 

4.875% Senior Notes

   due 2020

(382388AW6)

$300,000,000

$150,000,000

1.625% due

11/15/22

1.798%

-5

$30

$1,180.51

 

 

$1,210.51

 

 

3.600% Senior Notes

   due 2021(2)

(382388AX4)

$600,000,000

$350,000,000

1.625% due

11/15/22

1.798%

5

$30

$1,097.65

 

 

$1,127.65

 

 

7.100% Medium Term

   Notes, Series A due

   2027

(38238QAL0)

$150,000,000

$25,000,000

1.625% due

11/15/22

1.798%

150

$30

$1,414.68

 

 

 

$1,444.68

 

 

 

6.800% Senior Notes

   due 2036

(382388AU0)

$254,589,000

$135,000,000

2.75% due

8/15/42

2.970%

90

$30

$1,419.83

 

 

$1,449.83

 

 

7.000% Senior Notes

   due 2038

(382388AL0)

$200,000,000

$50,000,000

2.75% due

8/15/42

2.970%

95

$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.

Holders of notes who validly tender at or prior to the Early Tender Time (and do not validly withdraw notes) and whose notes are purchased pursuant to the Offers will receive the "Total Consideration" (listed in the table above) 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 after the Early Tender Time but at or prior to the Expiration Time (which is defined below) and whose notes are purchased pursuant to the Offers will receive the "Tender Offer Consideration" (listed in the table above) 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.

Each of the Offers will expire at 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"). 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

Contact:

 Ian Race


(860) 728-6515


www.utc.com

SOURCE United Technologies Corp.



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