FARMINGTON, Conn., Feb. 19, 2020 /PRNewswire/ -- United
Technologies Corp. (NYSE: UTX) ("UTC") announced today that its
wholly-owned subsidiary, Otis Worldwide Corporation ("Otis"),
priced an offering of 144A notes with registration rights of
$1.3 billion of 2.056% notes due 2025
(the "5-Year Notes"), $500 million of
2.293% notes due 2027 (the "7-Year Notes"), $1.5 billion of 2.565% notes due 2030 (the
"10-Year Notes"), $750 million of
3.112% notes due 2040 (the "20-Year Notes"), $750 million of 3.362% notes due 2050 (the
"30-Year Notes") and $500 million of
floating rate notes due 2023 (the "Floating Rate Notes" and,
together with the 5-Year Notes, the 7-Year Notes, the 10-Year
Notes, the 20-Year Notes and the 30-Year Notes, the "Notes"). The
Notes are expected to settle on February 27,
2020, subject to customary closing conditions.
Interest on the 5-Year Notes and the 7-Year Notes will be
payable semi-annually, in cash in arrears, on April 5 and October
5 of each year, commencing on October
5, 2020. Interest on the 10-Year Notes, the 20-Year Notes
and the 30-Year Notes will be payable semi-annually, in cash in
arrears, on February 15 and
August 15 of each year, commencing on
August 15, 2020. Interest on
the Floating Rate Notes will be payable quarterly, in cash in
arrears, on January 5, April 5, July 5 and
October 5 of each year, commencing on
July 5, 2020. Each series of Notes
initially will be guaranteed on an unsecured, unsubordinated basis
by UTC. Each of the UTC guarantees will terminate upon the
distribution of shares of Otis common stock to UTC stockholders in
connection with the previously announced planned separation of Otis
from UTC. Otis intends to use the net proceeds from the sale of the
Notes to make a cash distribution to UTC. UTC intends to use the
proceeds it receives from Otis to pay principal and accrued
interest on a portion of its outstanding indebtedness.
The Notes are being offered only to "qualified institutional
buyers" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"), and only 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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful. Any
offers of the Notes will be made only by means of a private
offering memorandum.
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.
About Otis
Otis is the world's leading manufacturer of people-moving
products, including elevators, escalators and moving
walkways. Founded 167 years ago, Otis has a history of global
leadership with products and services offered in nearly every
country in the world. Otis, with more than two million
elevators under maintenance, has the largest aftermarket service
portfolio of any elevator manufacturer.
Cautionary Statement
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 UTC's and/or Otis' 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" and other words of similar meaning in connection with a
discussion of future operating or financial performance or the
separation. 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
and other measures of financial performance or potential future
plans, strategies or transactions of UTC, Otis or Carrier Global
Corporation ("Carrier") following UTC's separation into three
independent public companies and/or following completion of its
merger with Raytheon Company ("Raytheon"), including the expected
timing of completion of the separation and estimated costs
associated with the separation, the Raytheon merger, including
synergies or customer cost savings and the expected timing of the
completion of the Raytheon merger, 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 Otis and their respective businesses
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, the impact of weather conditions,
pandemic health issues and natural disasters and the financial
condition of UTC's or Otis' 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,
including indebtedness that may be incurred in connection with the
separation, 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
UTC's and Otis' capital structures; (5) the timing and scope of
future repurchases of UTC's 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) cost reduction efforts and restructuring costs and
savings and other consequences thereof; (8) new business and
investment opportunities; (9) the anticipated benefits of moving
away from diversification and balance of operations across product
lines, regions and industries; (10) the outcome of legal
proceedings, investigations and other contingencies; (11) pension
plan assumptions and future contributions; (12) the impact of the
negotiation of collective bargaining agreements and labor disputes;
(13) the effect of changes in political conditions in the U.S. and
other countries in which UTC and Otis and their respective
businesses operate, including the effect of changes in U.S. trade
policies or the U.K.'s withdrawal from the EU, on general market
conditions, global trade policies and currency exchange rates in
the near term and beyond; (14) 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 UTC and Otis and their respective businesses
operate; (15) the ability of UTC and Otis to retain and hire key
personnel; (16) the scope, nature, impact or timing of the
separation and other acquisition and divestiture activity,
including among other things integration of acquired businesses
into existing businesses and realization of synergies and
opportunities for growth and innovation and incurrence of related
costs; (17) the expected benefits and timing of the separation, and
the risk that conditions to the separation will not be satisfied
and/or that the separation will not be completed within the
expected time frame, on the expected terms or at all; (18) a
determination by the IRS and other tax authorities that the
distribution or certain related transactions should be treated as
taxable transactions; (19) the possibility that any consents or
approvals required in connection with the separation will not be
received or obtained within the expected time frame, on the
expected terms or at all; (20) any financing transactions
undertaken in connection with the separation and risks associated
with the additional indebtedness; (21) the risk that dis-synergy
costs, costs of restructuring transactions and other costs incurred
in connection with the separation will exceed UTC's estimates; (22)
risks associated with the transactions contemplated by the Raytheon
merger agreement or the announcement or pendency of such
transactions, including disruptions to UTC's or Otis' operations
and the potential distraction of UTC or Otis management or
employees; (23) UTC's obligations pursuant to the Raytheon merger
agreement to consummate the Otis distribution and the Carrier
distribution in accordance with the terms and conditions of the
Raytheon merger agreement, including with respect to the timing of
the distributions and the requirement that UTC obtain Raytheon's
prior written consent to effect certain changes to the terms of the
separation or distributions, and the resulting limitations on UTC's
ability to determine or alter the structure or timing of the
internal restructuring, the separation and the distributions or the
terms and conditions of the separation agreement or ancillary
agreements; and (24) the impact of the separation on UTC's business
and the risk that the separation may be more difficult,
time-consuming or costly than expected, including the impact on
Otis' resources, systems, procedures and controls, diversion of
management's attention and the impact on relationships with
customers, suppliers, employees and other business counterparties.
There can be no assurance that the separation, distribution or any
other transaction described above will in fact be consummated in
the manner described or at all. The above list of factors is not
exhaustive or necessarily in order of importance. For additional
information on identifying factors that may cause actual results to
vary materially from those stated in forward-looking statements,
see Otis' registration statement on Form 10 filed with the SEC and
the reports of UTC 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 UTC
and Otis 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: Media Inquiries, UTC, (860) 493-4364
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SOURCE United Technologies Corp.