United Technologies extends Goodrich note offers; tender caps lifted

By Susanna Moon

Chicago, Dec. 20 - United Technologies Corp. said it extended the cash tender offers for a total of $515 million from six series of outstanding notes issued by Goodrich Corp. a day after announcing pricing in the offers.

As previously noted, Goodrich is now a wholly owned subsidiary of the company after being acquired earlier this year.

Holders may now tender their notes by 5 p.m. ET on Dec. 20 to receive the total payment, according to a company press release.

United Technologies also increased the tender offer caps for several series of notes, as the notes tendered by the early tender date exceeded the previous caps.

Investors had tendered the following amounts by 5 p.m. ET on Dec. 19, the previous early tender deadline:

• $30.5 million of the $130 million 6.8% medium-term notes, series A, due 2018 with a tender offer cap of $50 million;

• $129 million of the $300 million 4.875% senior notes due 2020 with a tender offer cap now of $150 million, lifted from $125 million;

• $305.2 million of the $600 million 3.6% senior notes due 2021 with a tender offer cap now of $350 million, up from $250 million;

• $9 million of the $150 million 7.1% medium-term notes, series A, due 2027 with a tender offer cap of $25 million;

• $120.1 million of the $254,589,000 6.8% senior notes due 2036 with a tender offer cap now of $135 million, up from $40 million; and

• $40.8 million of the $200 million 7% senior notes due 2038 with a tender offer cap now of $50 million, up from $25 million.

Pricing

As noted before, the total purchase price was set using the bid-side price of a reference security plus a fixed spread as follows:

• $1,288.39 for the 6.8% notes, priced using 0.625% Treasury note due Nov. 30, 2017 plus 25 basis points, with a reference yield of 0.748%;

• $1,210.51 for the 4.875% notes, priced using 1.625% Treasury note due Nov. 15, 2022 minus 5 bps, with a reference yield of 1.798%;

• $1,127.65 for the 3.6% notes, priced using 1.625% Treasury note due Nov. 15, 2022 plus 5 bps, with a reference yield of 1.798%;

• $1,444.68 for the 7.1% notes, priced using 1.625% Treasury note due Nov. 15, 2022 plus 150 bps, with a reference yield of 1.798%;

• $1,449.83 for the 6.8% notes, priced using 2.75% Treasury note due Aug. 15, 2042 plus 90 bps, with a reference yield of 2.970%; and

• $1,491.58 for the 7% notes, priced using 2.75% Treasury note due Aug. 15, 2042 plus 95 bps, with a reference yield of 2.970%.

The total purchase price includes an early tender premium of $30 for each $1,000 principal amount of notes tendered by the early tender date.

Holders also will receive accrued interest up to but excluding the settlement date.

The offers will end at midnight ET on Jan. 7. The offer began on Dec. 6.

Tendered notes may not be withdrawn after the early tender deadline.

The company will purchase up to the current tender offer cap amounts listed above.

United Technologies previously said it may accept for purchase notes tendered by the early tender deadline promptly after the early tender date.

None of the offers is conditioned on any of the other offers or upon any minimum principal amount of any note series being tendered.

With this offer United Technologies expects to pay down a portion of the long-term debt issued by Goodrich, according to a previous press release. United Technologies does not guarantee the notes.

Bank of America Merrill Lynch (888 292-0070 or collect 646 855-3401), Deutsche Bank Securities Inc. (866 627-0391 or collect 212 250-2955) and Goldman, Sachs, & Co. (800 828-3182 or collect 212 902-6941) are the joint dealer managers. D.F. King & Co., Inc. (800 967-4604 or banks and brokers 212 269-5550) is the tender and information agent.

United Technologies is a Hartford, Conn.-based company that provides technology products and services to the building and aerospace industries.

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