Goodrich holders tender $636.5 million in United Technologies offers

By Angela McDaniels

Tacoma, Wash., Jan. 8 - United Technologies Corp. said holders tendered $636.5 million principal amount of notes issued by Goodrich Corp., and it accepted all of the tendered notes for purchase.

Six series of notes were eligible for the tender offers, which began Dec. 6 and ended at midnight ET on Jan. 7.

The total outstanding principal amount of the notes was $1,634,589,000. United Technologies offered to purchase up to $760 million principal amount of the notes.

As previously noted, Goodrich is now a wholly owned subsidiary of the company after being acquired earlier in 2012. United Technologies does not guarantee the notes.

The results of the offer are noted in the table below. The prices are per $1,000 principal amount of notes tendered by 5 p.m. ET on Dec. 20, the early tender date, and include an early tender premium of $30.

Holders also received accrued interest up to but excluding the settlement date, which was Jan. 8.

On Dec. 20, the company increased the cap for the 4.875% notes to $150 million from $125 million, the cap for the 3.6% notes to $350 million from $250 million, the cap for the 6.8% notes due 2036 to $135 million from $40 million and the cap for the 7% notes to $50 million from $25 million. The $50 million cap for the 6.8% notes due 2018 and the $25 million cap for the 7.1% notes were not changed.

Pricing

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

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

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

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

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

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

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

No offer was conditioned on any of the other offers or upon any minimum principal amount notes being tendered.

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

United Technologies tender offer for Goodrich notes

Notes Amount tendered Price

$130 million 6.8% medium-term notes, series A, due 2018 $30.9 million $1,288.39

$300 million 4.875% senior notes due 2020 $129.3 million $1,210.51

$600 million 3.6% senior notes due 2021 $305.8 million $1,127.65

$150 million 7.1% medium-term notes, series A, due 2027 $9.4 million $1,444.68

$254,589,000 6.8% senior notes due 2036 $120.2 million $1,449.83

$200 million 7% senior notes due 2038 $40.9 million $1,491.58

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