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United Technologies Announces Final Results Of Debt Tender Offers

Stocks in this article: UTX

HARTFORD, Conn., June 5, 2013 /PRNewswire/ -- United Technologies Corp. (NYSE:UTX) today announced the final results for the previously announced debt tender offers (the "Offers") for outstanding Senior Notes due 2016 (the "2016 Notes") and Senior Notes due 2019 (the "2019 Notes") issued by the Goodrich Corporation, which is now a wholly owned subsidiary of UTC, and outstanding Senior Notes due 2015 (the "2015 Notes" and together with the 2016 Notes and the 2019 Notes, the "Notes") issued by UTC.  As of the expiration of the Offers at 11:59 p.m., New York City time, on June 4, 2013 (the "Expiration Time"), approximately $102.9 million principal amount of the 2016 Notes, approximately $97.8 million principal amount of the 2019 Notes and approximately $673.5 million principal amount of the 2015 Notes (or a total of $874.2 million principal amount of all notes subject to the Offers) were validly tendered and not validly withdrawn pursuant to the Offers (including all Notes validly tendered prior to the "Early Tender Time" for the Offers, which was 5 p.m., New York City time, on May 21, 2013, and not validly withdrawn by the Withdrawal Deadline, which was May 20, 2013, at 5 p.m., New York City time).

Subject to the terms and conditions of the Offers, UTC has accepted for purchase all of the Notes validly tendered and not validly withdrawn pursuant to the Offers at or prior to the Expiration Time and that have not previously been purchased on the Early Settlement Date, which was May 22, 2013 (the "Early Settlement Date"). Payment for Notes accepted for purchase after the Early Tender Time and before the Expiration Time will be made on or about June 5, 2013 (the "Final Settlement Date").

On May 24, 2013, UTC announced that it called for redemption all of the 2015 Notes that remain outstanding following the Final Settlement Date for the 2015 Notes.  The redemption date is June 24, 2013. The redemption price will be the greater of: (a) 100% of the principal amount of the 2015 Notes and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the 2015 Notes, discounted to the redemption date, as described in the 2015 Notes, on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, using a reference treasury rate plus 12.5 basis points.  In either case, the redemption price will also include interest on the principal balance of the 2015 Notes accrued to, but excluding, the redemption date.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities.  No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.  The Offers were made solely pursuant to the terms and conditions set forth in the Offer to Purchase, dated May 7, 2013 (the "Offer to Purchase") and related Letter of Transmittal, dated May 7, 2013 (the "Letter of Transmittal"), which set forth a description of terms of the Offers.      

Goldman, Sachs & Co. ("Goldman Sachs") is serving as Lead Dealer Manager for the Offers and Banca IMI Securities Corp., Barclays Capital Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, and RBC Capital Markets, LLC are each serving as a Co-Dealer Manager for the Offers.  Questions regarding the Offers may be directed to Goldman Sachs at 800-828-3182 (toll free) or 212-357-0215 (collect).  Requests for the Offer to Purchase or the Letter of Transmittal or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and Information Agent for the Offers, at the following telephone numbers: banks and brokers, (212) 269-5550; all others toll free at (800) 967-4604.

United Technologies Corp., based in Hartford, Conn., is a diversified company providing high technology products and services to the building and aerospace industries. For more information, visit our website at www.utc.com or follow us on Twitter: @UTC.

This press release includes statements related to proposed transactions, anticipated uses of cash, and plans to reduce debt that constitute "forward-looking statements" under the securities laws.  Forward-looking statements can be identified by the use of words such as "intend," "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.  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, 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 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 financial condition of our customers and suppliers; cost reduction efforts and restructuring costs; the scope, nature or impact of acquisitions, dispositions, joint ventures and other business arrangements, including integration of acquired businesses; the development and production of new products and services; and the effect of changes in laws and regulations and political conditions in countries in which we operate and other factors beyond our control.  For additional information identifying risk factors and uncertainties, 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.  The forward-looking statements included in this press release are made only as of the date hereof.  UTC undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances.

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