Carrier and Otis Notes Issuances
On February 27, 2020, Carrier Global Corporation (“Carrier”), a wholly-owned subsidiary of United Technologies Corporation (“UTC” )
completed an offering of $500 million of 1.923% Notes due 2023, $2 billion of 2.242% Notes due 2025, $1.25 billion of 2.493% Notes due 2027, $2 billion of 2.722% Notes due 2030, $1.5 billion of 3.377% Notes due 2040 and $2 billion of 3.577% Notes
due 2050 (collectively, the “Carrier Notes”).
Also on February 27, 2020, Otis Worldwide Corporation (“Otis”), a wholly-owned subsidiary of UTC, completed an offering of $1.3 billion
of 2.056% Notes due 2025, $500 million of 2.293% notes due 2027, $1.5 billion of 2.565% Notes due 2030, $750 million of 3.112% Notes due 2040, $750 million of 3.362% Notes due 2050 and $500 million of Floating Rate Notes due 2023 (collectively, the
“Otis Notes”).
The Carrier Notes and Otis Notes were sold in private placements to qualified institutional buyers pursuant to Rule 144A of the
Securities Act of 1933, as amended (the “Securities Act”) and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes will not be initially registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities
Act or any state securities laws.
Each of the Carrier Notes and the Otis Notes are unsecured, unsubordinated debt obligations, and rank equally with Carrier and Otis’s
other existing and future unsecured, unsubordinated obligations, respectively. Each of the Carrier Notes and the Otis Notes are initially guaranteed on an unsecured, unsubordinated basis by UTC. The UTC guarantees in respect of the Carrier Notes
will terminate upon the distribution of shares of Carrier common stock to UTC shareowners, and the UTC guarantees in respect of the Otis Notes will terminate upon the distribution of shares of Otis common stock to UTC shareowners, in each case, in
connection with the previously announced planned separation of Carrier and Otis from UTC.
Carrier and Otis distributed the net proceeds from the sale of the Carrier Notes and Otis Notes, respectively, to UTC. UTC intends to
use those proceeds to pay principal and accrued interest on a portion of its outstanding indebtedness, including in connection with its previously announced Tender Offers (as set forth below).
Tender Offers and Consent Solicitations
On February 27, 2020, UTC announced the pricing terms and the early tender results of its previously announced cash tender offers and
consent solicitations for certain of UTC’s outstanding notes (the “Tender Offers”) as described in the UTC’s Offer to Purchase for Cash and Solicitations of Consent, dated February 13, 2020. Copies of the press release are attached as Exhibit 99.1
and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
On February 28, 2020, UTC accepted for purchase $597,888,000 principal amount of its 4.500% Notes due 2020, $570,665,000 principal amount
of its 1.900% Notes due 2020, $814,175,000 principal amount of its 3.350% Notes due 2021, $533,892,000 principal amount of its 1.950% Notes due 2021, $391,789,000 principal amount of its 2.300% Notes due 2022, $1,670,069,000 principal amount of its
3.100% Notes due 2022, $651,559,000 principal amount of its 2.800% Notes due 2024, $430,549,000 principal amount of its 2.650% Notes due 2026 and $1,669,451,000 principal amount of its 3.650% Notes due 2023 validly tendered and not validly withdrawn
in the Tender Offers at or prior to 5:00 p.m., New York City time, on February 27, 2020, the Early Tender Time for the Offers. Such notes were cancelled in connection with the Tender Offers and are no longer outstanding.
On February 28, 2020, UTC entered into a Supplemental Indenture with respect to its outstanding 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 (collectively, the “Modified Notes”) pursuant to which the minimum optional redemption notice period for such series was reduced to three business
days.
UTC has determined that the completion of the offerings of the Carrier Notes and Otis Notes satisfies the funding condition of the Tender
Offers.
Redemptions
On February 13, 2020, UTC notified holders of its outstanding Floating Rate Notes due 2021 that UTC will redeem such notes on March 4,
2020. On February 28, 2020, UTC notified holders of its outstanding Modified Notes that it will redeem such notes on March 4, 2020. On February 28, 2020, UTC also notified holders of its outstanding 4.500% Notes due 2020, 1.125% Notes due 2021,
1.250% Notes due 2023, 1.150% Notes due 2024 and 1.875% Notes due 2026 that such notes will be redeemed on March 29, 2020.
This report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an
invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.