FARMINGTON, Conn., Feb. 23, 2017 /PRNewswire/ -- United Technologies
Corp. (NYSE: UTX) announced today the commencement of an
underwritten secondary offering of 4,235,685 shares of common stock
of Watsco, Inc. (NYSE: WSO). Watsco is not offering any shares of
common stock and will not receive any proceeds from the sale of the
shares offered.
Through private placements in July
2009 and April 2012, United
Technologies acquired an approximately 12% ownership interest in
Watsco in an effort to support the commercial relationship between
the two companies. Since then, the relationship has strengthened
with both Watsco and Carrier having achieved meaningful growth in
sales and profitability. Owning the stock of other publicly traded
companies is not United Technologies' core business and, due to the
potential impact of mark-to-market accounting beginning in 2018,
United Technologies has decided to sell its shares of common stock
in Watsco. The ongoing relationship between the two companies
is not impacted by the proposed share offering and does not affect
the parties' respective ownership interests in their three Carrier
Enterprise joint ventures.
"Watsco is Carrier's largest single customer and a valued
business partner. Our long-standing business relationship is as
strong today as ever, and Watsco continues to be an important part
of our distribution network in the Americas," said Bob McDonough, President, UTC Climate, Controls
& Security.
Goldman, Sachs & Co. and Baird will act as joint
book-running managers for the offering. Watsco has previously filed
an automatically effective shelf registration statement (including
a prospectus) with the SEC for the offering to which this
communication relates. Before making any investment decision, you
should read the prospectus in that registration statement and other
documents (including any preliminary prospectus supplement) Watsco
has filed with the SEC for more complete information about Watsco
and this offering. Watsco intends to file a further
prospectus supplement with respect to this offering. You may
obtain these documents for free by visiting EDGAR on the SEC Web
site at: www.sec.gov. Copies of the prospectus
supplement and accompanying prospectus relating to the offering,
when available, also may be obtained from: Watsco, 2665 S. Bayshore
Drive, Suite 901, Miami, Florida,
33133, Goldman, Sachs & Co., 200 West Street, New York, NY 10282, Attention: Prospectus
Department (Tel: 212-902-1171) or Baird, Attention: Syndicate
Department, 777 East Wisconsin Avenue, Milwaukee, WI 53202, or by email at
syndicate@rwbaird.com, or by telephone at (800) 792-2473.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The proposed offering of these shares of common
stock is being made only by means of a Watsco prospectus supplement
and a related prospectus.
About United Technologies and Carrier.
United
Technologies Corp., based in Farmington,
Connecticut, provides high technology systems and services
to the building and aerospace industries. Carrier Corporation is a
part of UTC Climate, Controls & Security, a unit of United
Technologies Corp. Carrier is a world leader in
high-technology, air-conditioning and refrigeration solutions.
About Watsco, Inc.
Watsco is the largest independent
distributor of air conditioning, heating and refrigeration
equipment and related parts and supplies in the HVAC/R industry,
currently operating 565 locations serving 88,000 customers in
the United States, Canada, Mexico and Puerto
Rico. Watsco's strategy provides the products, support and
convenience that contractors require to satisfy the needs of
homeowners and businesses that depend on the comfort and
energy-efficiency provided by HVAC systems.
Forward-Looking Statements and Information:
This press release 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," "confident" and
other words of similar meaning in connection with a discussion of
future operating or financial performance. Forward-looking
statements may include, among other things, statements relating to
future sales, earnings, cash flow, results of operations, uses of
cash, share repurchases and other measures of financial performance
or potential future plans, strategies or transactions. 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 we 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 and the financial condition of our customers and
suppliers; (2) challenges in the development, production, delivery,
support, performance and realization of the anticipated benefits of
advanced technologies and new products and services; (3) future
levels of indebtedness and capital spending and research and
development spending; (4) future availability of credit and factors
that may affect such availability, including credit market
conditions and our capital structure; (5) the timing and scope of
future repurchases of our 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; (6)
delays and disruption in delivery of materials and services from
suppliers; (7) company and customer- directed cost reduction
efforts and restructuring costs and savings and other consequences
thereof; (8) the scope, nature, impact or timing of acquisition and
divestiture activity, including among other things integration of
acquired businesses into our existing businesses and realization of
synergies and opportunities for growth and innovation; (9) new
business opportunities; (10) our 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 we operate, including the effect of
changes in U.S. trade policies or the U.K.'s pending withdrawal
from the EU, on general market conditions, global trade policies
and currency exchange rates in the near term and beyond; and (16)
the effect of changes in tax, environmental, regulatory (including
among other things import/export) and other laws and regulations in
the U.S. and other countries in which we operate.
For additional information identifying factors that may cause
actual results to vary materially from those stated in
forward-looking statements, see our reports on Forms 10-K, 10-Q and
8-K filed with or furnished to the SEC from time to time. Any
forward-looking statement speaks only as of the date on which it is
made, and we assume 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.
UTC-IR
Contact: Maureen
Fitzgerald, UTC
(860)
728-7907
www.utc.com
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SOURCE United Technologies Corp.