UTC Prices Offering of Equity Units
HARTFORD, Conn., June 13, 2012 /PRNewswire/ -- United Technologies Corp. (NYSE: UTX) announced that it has successfully priced its offering of equity units. Net proceeds of the offering are expected to be used primarily to pay a portion of the cash consideration for the previously announced acquisition of Goodrich Corporation.
UTC has priced its offering of 20 million equity units with a stated amount of $50 per unit, for an aggregate amount of $1.00 billion. The equity units carry a total annual distribution rate of 7.50 percent. The reference price for the equity units is $74.35 per share. The threshold appreciation price for the equity units is $98.51 per share, which represents a premium of about 32.50 percent over the reference price.
UTC has granted the underwriters an option to purchase during the 13-day period beginning on, and including, the initial issuance date of the equity units up to 2 million additional equity units, or an additional aggregate stated amount of $100 million.
Each equity unit will initially consist of a contract to purchase UTC common stock at a specified future date and a 5 percent beneficial ownership interest in $1,000 principal amount of UTC's 1.55 percent junior subordinated notes due 2022. Under the purchase contract, holders are required to purchase a variable number of shares of UTC common stock no later than August 1, 2015. The offering is expected to close on June 18, 2012, subject to customary closing conditions.
The offering is being made under an effective shelf registration statement on file with the Securities and Exchange Commission.
United Technologies Corp., based in Hartford, Connecticut, is a diversified company providing high technology products and services to the building and aerospace industries.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. The offering of equity units may be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained by contacting: J.P. Morgan Securities LLC at 1-212-834-4533 or by mail to Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; BofA Merrill Lynch, 222 Broadway, 7th Floor, New York, NY 10038, Attn: Prospectus Department or email email@example.com; HSBC Securities (USA) Inc. Attn: Prospectus Dept., 452 Fifth Avenue, New York, NY 10018, email: firstname.lastname@example.org, toll free: 866-811-8049; Citigroup, Brooklyn Army Terminal, 140 58th Street, Brooklyn, NY 11220, Telephone: (800) 831-9146; or Goldman, Sachs & Co., Attn: Prospectus Department, 200 West Street, New York, NY, 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, Email: email@example.com.
This release includes statements that constitute "forward-looking statements" under the securities laws. Forward-looking statements often contain words such as "believe," "expect," "plans," "strategy," "prospects," "estimate," "project," "target," "anticipate," "will," "should," "see," "guidance," "confident" and similar terms. Forward-looking statements may include, among other things, statements relating to future and estimated sales, earnings, cash flow, financing plans, charges, expenditures, proceeds of divestitures, results of operations, uses of cash and other measures of 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, our ability to consummate the offering of equity units; 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 indebtedness and 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 impact of weather conditions and natural disasters; the financial condition of our customers and suppliers; delays and disruption in delivery of materials and services from suppliers; cost reduction efforts and restructuring costs and savings and other consequences thereof; the scope, nature or impact of acquisitions, dispositions, joint ventures and other business arrangements, including integration of acquired businesses; the timing of completion of the previously announced transactions with Goodrich and Rolls-Royce; the timing and impact of anticipated dispositions of non-core businesses; the timing and amount of anticipated gains, losses, impairments and charges related to such dispositions; the timing and impact of anticipated financings in connection with the anticipated Goodrich transaction; the development and production of new products and services; the anticipated benefits of diversification and balance of operations across product lines, regions and industries; the impact of the negotiation of collective bargaining agreements, and labor disputes; the outcome of legal proceedings and other contingencies; future availability of credit; pension plan assumptions and future contributions; and the effect of changes in tax, environmental and other laws and regulations and political conditions in countries in which we operate and other factors beyond our control. The closing of the Goodrich acquisition is subject to customary closing conditions, including regulatory approvals. The transaction with Rolls-Royce is also subject to customary closing conditions, including regulatory approvals. The completion of the proposed divestitures of non-core businesses is subject to uncertainties, including the ability to secure disposition agreements on acceptable terms; the satisfaction of information, consultation, and / or negotiation obligations, if any, with employee representatives; and satisfaction of other customary conditions. These forward-looking statements speak only as of the date of this release and we undertake no obligation to update or revise any forward-looking statements after we distribute this release. For additional information identifying factors that may cause actual results to vary materially from those stated in the forward-looking statements, 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.
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