FARMINGTON, Conn., Feb. 13, 2020 /PRNewswire/ -- United Technologies
Corp. (NYSE: UTX) ("UTC") today announced that it has commenced
cash tender offers (the "Offers") for (1) any and all of its
outstanding 4.500% Notes due 2020, 1.900% Notes due 2020, 3.350%
Notes due 2021, 1.950% Notes due 2021, 2.300% Notes due 2022,
3.100% Notes due 2022 and 2.800% Notes due 2024 (the "Any and All
Notes") and (2) up to a total aggregate principal amount of
$2.0 billion of its outstanding
2.650% Notes due 2026 and 3.650% Notes due 2023 (the "Partial Offer
Notes" and, together with the Any and All Notes, the "Notes").
In conjunction with the Offers to purchase the Any and All
Notes, UTC has also commenced the solicitation of consents (the
"Consent Solicitations") to amend the indentures governing each
series of Any and All Notes to reduce the notice requirements for
optional redemption of the applicable series of Any and All Notes
from 30 days or 15 days, as applicable, to 3 business days.
The Offers and Consent Solicitations are being made pursuant to an
Offer to Purchase for Cash and Solicitation of Consents, dated
February 13, 2020 (the "Offer to
Purchase"), which sets forth a description of terms of the Offers
and Consent Solicitations.
A summary of the Offers to purchase the Any and All Notes is
outlined below:
Title of
Security
|
|
CUSIP
Number
|
|
Outstanding
Principal
Amount
|
|
Reference U.S.
Treasury
Security
|
|
Bloomberg
Reference
Page(1)
|
|
Fixed Spread
(Basis Points)
|
|
|
|
|
|
|
|
|
|
|
|
4.500% Notes due
2020
|
|
913017 BR9
|
|
$1,250,000,000
|
|
1.500% UST due
4/15/2020
|
|
PX3
|
|
15
|
1.900% Notes due
2020
|
|
913017 CM9
|
|
$1,000,000,000
|
|
2.375% UST due
4/30/2020
|
|
PX3
|
|
7.5
|
3.350% Notes due
2021
|
|
913017 DA4
|
|
$1,000,000,000
|
|
2.125% UST due
8/15/2021
|
|
PX4
|
|
15
|
1.950% Notes due
2021*
|
|
913017 CG2
|
|
$750,000,000
|
|
1.500% UST due
9/30/2021
|
|
PX4
|
|
10
|
2.300% Notes due
2022*
|
|
913017 CQ0
|
|
$500,000,000
|
|
1.875% UST due
3/31/2022
|
|
PX5
|
|
10
|
3.100% Notes due
2022
|
|
913017 BV0
|
|
$2,300,000,000
|
|
1.750% UST due
5/31/2022
|
|
PX5
|
|
20
|
2.800% Notes due
2024*
|
|
913017 CN7
|
|
$800,000,000
|
|
2.375% UST due
2/29/2024
|
|
PX6
|
|
12.5
|
A summary of the Offer to purchase the Partial Offer Notes is
outlined below:
Title of
Security
|
|
CUSIP
Number
|
|
Outstanding
Principal
Amount
|
|
Acceptance
Priority
Level(2)
|
|
Reference U.S.
Treasury
Security
|
|
Bloomberg
Reference
Page(1)
|
|
Fixed Spread
(Basis Points)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.650% Notes due
2026*
|
|
913017 CH0
|
|
$1,150,000,000
|
|
1
|
|
1.375% UST due
1/31/2025
|
|
PX1
|
|
35
|
3.650% Notes due
2023*
|
|
913017 DB2
|
|
$2,250,000,000
|
|
2
|
|
2.750% UST due
7/31/2023
|
|
PX5
|
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The applicable pages
on Bloomberg from which the Lead Dealer Managers for the Offers
will quote the bid side prices of the
applicable Reference U.S. Treasury Security (as defined
below). The Total Consideration (as defined below) for Notes
validly
tendered prior to or at the Early Tender Time (as defined below)
and accepted for purchase is calculated using the applicable
fixed spread. The Early Tender Premium of $30 per $1,000
principal amount is included in the Total Consideration for
each
series of Notes set out above, and does not constitute an
additional or increased payment. Holders of Notes will also
receive
accrued and unpaid interest on Notes accepted for purchase up to,
but excluding, the Early Settlement Date or on March 13,
2020 (the "Final Settlement Date"), as applicable.
|
(2)
|
We are offering to
accept up to a total aggregate principal amount of $2.0 billion of
validly tendered Partial Offer Notes
in the offer to purchase the Partial Offer Notes using a
"waterfall" methodology under which we will accept the Partial
Offer
Notes in order of their respective acceptance priority
levels.
|
*
|
Denotes a series of
Notes for which the calculation of the applicable Total
Consideration will be performed using the present
value of such Notes as determined at 2:00 p.m. New York City time,
on February 27, 2020 as if the principal amount of Notes
had been due on the earliest date on which such series of Notes may
be redeemed by UTC for the par value of such series of
Notes rather than the maturity date.
|
Each Offer is scheduled to expire at 11:59 p.m., New York
City time, on March 12, 2020,
unless 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 (which valid
tender, in the case of the Any and All Notes, constitutes the valid
delivery of consents in the Consent Solicitations with respect to
such Any and All Notes) at or before 5:00
p.m., New York City time,
on February 27, 2020, unless extended
or earlier terminated 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 and Consent Solicitations, the "Early Tender Time"),
to be eligible to receive the Total Consideration (as defined
below). Tenders of Notes may be withdrawn at any time prior
to 5:00 p.m., New York City time, on February 27, 2020 (the "Withdrawal Deadline"),
unless extended by UTC with respect to any one or more of the
Offers and Consent Solicitations. After such time, Notes may
not be validly withdrawn except in certain limited circumstances
where additional withdrawal rights are required by law.
Payments for Notes validly tendered and not withdrawn at or prior
to the Early Tender Time are expected to settle on February 28, 2020 (the "Early Settlement
Date").
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 be eligible to 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"). The Early Tender
Premium is included in the Total Consideration for each series of
Notes, and does not constitute an additional or increased
payment. 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 be entitled to
receive the Total Consideration minus the Early Tender Premium (the
"Tender Offer Consideration"). In addition, in each case
holders whose Notes are accepted for purchase will receive accrued
and unpaid interest on their Notes up to, but excluding, the
applicable settlement date, payable on the settlement date.
With respect to the Offer to purchase Partial Offer Notes, UTC
will only accept for purchase up to $2.0
billion aggregate principal amount (the "Partial Offer Cap")
of Partial Offer Notes. Subject to the satisfaction or waiver
of the conditions of the Offer to purchase Partial Offer Notes (the
"Partial Tender Offer"), Partial Offer Notes tendered prior to or
at the Early Tender Time will be accepted based on the acceptance
priority levels noted in the table above (the "Acceptance Priority
Levels"). All Partial Offer Notes tendered prior to or at the
Early Tender Time will have priority over Partial Offer Notes
tendered after the Early Tender Time, regardless of the Acceptance
Priority Levels of the Partial Offer Notes tendered after the Early
Tender Time. Subject to applicable law, UTC may increase or
decrease the Partial Offer Cap.
Subject to the satisfaction or waiver of the conditions of the
Partial Tender Offer, the "Acceptance Priority Procedures" will
operate as follows: (1) at the Early Settlement Date, UTC
will accept for purchase all validly tendered Partial Offer Notes
of each series validly tendered at or before the Early Tender Time
and not validly withdrawn at or before the Withdrawal Deadline,
starting with the 2.650% Notes due 2026 (the "2026 Notes"),
followed by the 3.650% Notes due 2023 (the "2023 Notes"), subject
to the Partial Offer Cap; and (2) on the Final Settlement Date, to
the extent UTC has not already accepted Partial Offer Notes equal
to the Partial Offer Cap, UTC will accept for purchase validly
tendered and not validly withdrawn Partial Offer Notes of each
series not previously purchased on the Early Settlement Date,
starting with the 2026 Notes, followed by the 2023 Notes, subject
to the Partial Offer Cap.
UTC currently intends that, on or after the Early Settlement
Date but prior to the Expiration Time, it will commence the
redemption of all Any and All Notes that remain outstanding in
accordance with the terms of the indentures governing such Any and
All Notes, in each case as such indentures may be amended pursuant
to the Consent Solicitations, and may also commence the redemption
of some or all of the 2023 Notes that remain outstanding in
accordance with the terms of the indenture governing the 2023
Notes. Since the redemption prices for the Notes, which shall be
calculated in accordance with the indenture governing the
applicable series of Notes, have yet to be determined, it is
possible that the redemption price of a series of the Any and All
Notes or the 2023 Notes will be less or more than the Total
Consideration and/or the Tender Offer Consideration for such series
of Notes. In addition, UTC is not obligated to undertake any
such redemption, and there can be no assurance that it will redeem
any series of Any and All Notes or 2023 Notes that remain
outstanding on or after the Early Settlement Date, or as to the
timing of any such redemption or the amount of such Any and All
Notes or 2023 Notes subject to any such redemption.
None of the Offers is conditioned on any of the other Offers or
upon any minimum principal amount of Notes of any series being
tendered. UTC's obligation to purchase, and to pay for, any
Notes validly tendered pursuant to the Offers is subject to and
conditioned upon the satisfaction of, or UTC's waiver of, the
conditions described in the Offer to Purchase, including the
successful completion of the expected private placements of notes
of UTC's subsidiaries, Carrier Global Corporation ("Carrier") or
Otis Worldwide Corporation ("Otis") (as applicable) in their
respective sole discretion and to UTC in its sole discretion, that
will permit Carrier and Otis to issue dividends to UTC in an
aggregate amount sufficient, together with cash on hand of UTC, to
fund the purchases of Notes pursuant to the Offers and the
redemption of any Any and All Notes not tendered in the Offers (and
related transactions).
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 and the Consent Solicitations are being made solely
pursuant to the terms and conditions set forth in the Offer to
Purchase.
Goldman Sachs & Co. LLC ("Goldman Sachs") and Morgan Stanley
& Co. LLC ("Morgan Stanley") are serving as Lead Dealer
Managers for the Offers and Solicitation Agents for the Consent
Solicitations and BofA Securities, Inc., Citigroup Global Markets
Inc.. and J.P. Morgan Securities LLC are each serving as a
Co-Dealer Manager for the Offers and Co-Solicitation Agent for the
Consent Solicitations. Questions regarding the Offers and
Consent Solicitations may be directed to Goldman Sachs at (800)
828-3182 (toll free) or (212) 902-6351 (collect) or to Morgan
Stanley at (800) 624-1808 (toll free) or (212) 761-1057
(collect). Requests for the Offer to Purchase 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 (877) 478-5040.
About United Technologies Corporation
United Technologies Corp., based in Farmington, Connecticut, provides
high-technology systems and services to the building and aerospace
industries. By combining a passion for science with precision
engineering, the company is creating smart, sustainable solutions
the world needs. For more information about the company, visit our
website at www.utc.com or on Twitter @UTC.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains statements which, to the extent they
are not statements of historical or present fact, constitute
"forward-looking statements" under the securities laws. From time
to time, oral or written forward-looking statements may also be
included in other information released to the public. These
forward-looking statements are intended to provide management's
current expectations or plans for our future operating and
financial performance, based on assumptions currently believed to
be valid. 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," "outlook,"
"confident," "on track" and other words of similar meaning.
Forward-looking statements may include, among other things,
statements relating to future sales, earnings, cash flow, results
of operations, uses of cash, share repurchases, tax rates, R&D
spend, other measures of financial performance, potential future
plans, strategies or transactions, credit ratings and net
indebtedness, other anticipated benefits of the Rockwell Collins
acquisition, the proposed merger with Raytheon Company ("Raytheon")
or the spin-offs by UTC of Otis and Carrier into separate
independent companies (the "separation transactions"), including
estimated synergies and customer cost savings resulting from the
proposed merger, the expected timing of completion of the proposed
merger and the separation transactions, estimated costs associated
with such transactions and other statements that are not historical
facts. All forward-looking statements involve risks, uncertainties
and other factors that may cause actual results to differ
materially from those expressed or implied in the forward-looking
statements. For those statements, we claim the protection of the
safe harbor for forward-looking statements contained in the U.S.
Private Securities Litigation Reform Act of 1995. Such risks,
uncertainties and other factors include, without limitation: (1)
the effect of economic conditions in the industries and markets in
which UTC and Raytheon operate in the U.S. and globally and any
changes therein, including financial market conditions,
fluctuations in commodity prices, interest rates and foreign
currency exchange rates, levels of end market demand in
construction and in both the commercial and defense segments of the
aerospace industry, levels of air travel, financial condition of
commercial airlines, the impact of weather conditions and natural
disasters, pandemic health, the financial condition of our
customers and suppliers, and the risks associated with U.S.
government sales (including changes or shifts in defense spending
due to budgetary constraints, spending cuts resulting from
sequestration, a government shutdown, or otherwise, and uncertain
funding of programs); (2) challenges in the development,
production, delivery, support, performance and realization of the
anticipated benefits (including our expected returns under customer
contracts) of advanced technologies and new products and services;
(3) the scope, nature, impact or timing of the proposed merger and
the separation transactions and other merger, acquisition and
divestiture activity, including among other things the integration
of or with other businesses and realization of synergies and
opportunities for growth and innovation and incurrence of related
costs and expenses; (4) future levels of indebtedness, including
indebtedness that may be incurred in connection with the proposed
merger and the separation transactions, and capital spending and
research and development spending; (5) future availability of
credit and factors that may affect such availability, including
credit market conditions and our capital structure; (6) the timing
and scope of future repurchases by the combined company of its
common stock, which may be suspended at any time due to various
factors, including market conditions and the level of other
investing activities and uses of cash; (7) delays and disruption in
delivery of materials and services from suppliers; (8) company and
customer-directed cost reduction efforts and restructuring costs
and savings and other consequences thereof (including the potential
termination of U.S. government contracts and performance under
undefinitized contract awards and the potential inability to
recover termination costs); (9) new business and investment
opportunities; (10) the ability to realize the intended benefits of
organizational changes; (11) the anticipated benefits of
diversification and balance of operations across product lines,
regions and industries; (12) the outcome of legal proceedings,
investigations and other contingencies; (13) pension plan
assumptions and future contributions; (14) the impact of the
negotiation of collective bargaining agreements and labor disputes;
(15) the effect of changes in political conditions in the U.S. and
other countries in which UTC, Raytheon and the businesses of each
operate, including the effect of changes in U.S. trade policies or
the U.K.'s withdrawal from the European Union, on general market
conditions, global trade policies and currency exchange rates in
the near term and beyond; (16) the effect of changes in tax
(including U.S. tax reform enacted on December 22, 2017, which is commonly referred to
as the Tax Cuts and Jobs Act of 2017), environmental, regulatory
and other laws and regulations (including, among other things,
export and import requirements such as the International Traffic in
Arms Regulations and the Export Administration Regulations,
anti-bribery and anti-corruption requirements, including the
Foreign Corrupt Practices Act, industrial cooperation agreement
obligations, and procurement and other regulations) in the U.S. and
other countries in which UTC, Raytheon and the businesses of each
operate; (17) negative effects of the announcement or pendency of
the proposed merger or the separation transactions on the market
price of UTC's and/or Raytheon's respective common stock and/or on
their respective financial performance; (18) the ability of the
parties to receive the required regulatory approvals for the
proposed merger (and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the transaction) and to satisfy
the other conditions to the closing of the merger on a timely basis
or at all; (19) the occurrence of events that may give rise to a
right of one or both of the parties to terminate the merger
agreement; (20) risks relating to the value of the UTC shares to be
issued in the proposed merger, significant transaction costs and/or
unknown liabilities; (21) the possibility that the anticipated
benefits from the proposed merger cannot be realized in full or at
all or may take longer to realize than expected, including risks
associated with third party contracts containing consent and/or
other provisions that may be triggered by the proposed transaction;
(22) risks associated with transaction-related litigation; (23) the
possibility that costs or difficulties related to the integration
of UTC's and Raytheon's operations will be greater than expected;
(24) risks relating to completed merger, acquisition and
divestiture activity, including UTC's integration of Rockwell
Collins, including the risk that the integration may be more
difficult, time-consuming or costly than expected or may not result
in the achievement of estimated synergies within the contemplated
time frame or at all; (25) the ability of each of Raytheon, UTC,
the companies resulting from the separation transactions and the
combined company to retain and hire key personnel; (26) the
expected benefits and timing of the separation transactions, and
the risk that conditions to the separation transactions will not be
satisfied and/or that the separation transactions will not be
completed within the expected time frame, on the expected terms or
at all; (27) the intended qualification of (i) the merger as a
tax-free reorganization and (ii) the separation transactions as
tax-free to UTC and UTC's shareowners, in each case, for U.S.
federal income tax purposes; (28) the possibility that any
opinions, consents, approvals or rulings required in connection
with the separation transactions will not be received or obtained
within the expected time frame, on the expected terms or at all;
(29) expected financing transactions undertaken in connection with
the proposed merger and the separation transactions and risks
associated with additional indebtedness; (30) the risk that
dissynergy costs, costs of restructuring transactions and other
costs incurred in connection with the separation transactions will
exceed UTC's estimates; and (31) the impact of the proposed merger
and the separation transactions on the respective businesses of
Raytheon and UTC and the risk that the separation transactions may
be more difficult, time-consuming or costly than expected,
including the impact on UTC's resources, systems, procedures and
controls, diversion of its management's attention and the impact on
relationships with customers, suppliers, employees and other
business counterparties. There can be no assurance that the
proposed merger, the separation transactions or any other
transaction described above will in fact be consummated in the
manner described or at all. For additional information on
identifying factors that may cause actual results to vary
materially from those stated in forward-looking statements, see the
reports of UTC and Raytheon on Forms 10-K, 10-Q and 8-K filed with
or furnished to the Securities and Exchange Commission from time to
time. Any forward-looking statement speaks only as of the
date on which it is made, and UTC assumes no obligation to update
or revise such statement, whether as a result of new information,
future events or otherwise, except as required by applicable
law.
Contact:
|
Michele Quintaglie,
UTC
|
|
(860)
493-4364
|
View original
content:http://www.prnewswire.com/news-releases/united-technologies-announces-cash-tender-offers-and-consent-solicitations-301004646.html
SOURCE United Technologies Corp.