UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 26, 2012
UNITED TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-812 | 06-0570975 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
One Financial Plaza
Hartford, Connecticut 06103
(Address of principal executive offices) (Zip Code)
(860) 728-7000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.02 | Termination of a Material Definitive Agreement. |
On July 26, 2012, United Technologies Corporation (“UTC”) terminated the Bridge Credit Agreement, dated as of November 8, 2011 (the “Bridge Credit Agreement”), among UTC, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners, pursuant to the terms thereof, and paid the accrued fees thereunder. No borrowings were ever made under the Bridge Credit Agreement.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On July 26, 2012, pursuant to the Agreement and Plan of Merger, dated as of September 21, 2011 (the “Merger Agreement”), by and among UTC, Charlotte Lucas Corporation, a wholly owned subsidiary of UTC (“Merger Sub”), and Goodrich Corporation (“Goodrich”), Merger Sub merged with and into Goodrich (the “Merger”), with Goodrich continuing as the surviving corporation of the Merger. As a result of the Merger, Goodrich has become a wholly owned subsidiary of UTC and each share of Goodrich’s common stock, par value $5.00 per share, issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Goodrich, UTC, Merger Sub or any of their respective wholly owned subsidiaries) was converted into the right to receive $127.50 in cash, without interest (the “Merger Consideration”).
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 2.1. A copy of UTC’s press release announcing completion of the Merger is included as Exhibit 99.1 to this report and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Substantially contemporaneously with its termination of the Bridge Credit Agreement, on July 26, 2012, UTC borrowed $2.0 billion to partially fund the Merger Consideration under the Term Loan Credit Agreement, dated as of April 24, 2012, (the “Term Credit Agreement”) among UTC, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners. Borrowings under the Term Credit Agreement will mature and become due and payable on December 31, 2012, unless repaid earlier by UTC or accelerated and declared due and payable earlier by the Administrative Agent upon certain events of default. The $2.0 billion in borrowings by UTC under the Term Loan Credit Agreement represent the maximum amount available thereunder.
Borrowings under the Term Credit Agreement will bear interest at a rate equal to, at UTC’s option, either an adjusted base rate or the London interbank offered rate (LIBOR), in each case plus an applicable rate, which depends on UTC’s senior, unsecured, non-credit-enhanced, long-term debt ratings. The applicable rate can range from 75 basis points to 150 basis points on LIBOR borrowings and from 0 basis points to 150 basis points on base rate borrowings.
The Term Credit Agreement includes specified events of default, including events of default relating to non-payment of principal, interest or fees, inaccuracy of material representations and warranties, violation of covenants, cross payment defaults, cross acceleration, bankruptcy and insolvency events and a change of control. Subject to the terms and conditions of the Term Credit Agreement, if an event of default under the Term Credit Agreement occurs and is continuing, the principal amount outstanding, and all accrued unpaid interest and other amounts owed, may be declared immediately due and payable.
The foregoing description of the Term Credit Agreement is qualified in its entirety by reference to the full text of the Term Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 2.1 |
Agreement and Plan of Merger by and among United Technologies Corporation, Charlotte Lucas Corporation and Goodrich Corporation, dated September 21, 2011 (attached as Exhibit 2.1 to UTC’s Current Report on Form 8-K filed on September 23, 2011 and incorporated herein by reference). | |
| Exhibit 10.1 |
Term Loan Credit Agreement, dated as of April 24, 2012, among United Technologies Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners (attached as Exhibit 10.34 to UTC’s Quarterly Report on Form 10-Q filed on April 30, 2012 and incorporated herein by reference). | |
| Exhibit 99.1 |
Press Release issued by United Technologies Corporation on July 26, 2012. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 26, 2012
| UNITED TECHNOLOGIES CORPORATION | ||||
| By: | /s/ An-Ping Hsieh | |||
| Name: | An-Ping Hsieh | |||
| Title: | Vice President, Secretary and Associate General Counsel | |||
EXHIBIT INDEX
| Exhibit |
Description | |
| Exhibit 2.1 |
Agreement and Plan of Merger by and among United Technologies Corporation, Charlotte Lucas Corporation and Goodrich Corporation, dated September 21, 2011 (attached as Exhibit 2.1 to UTC’s Current Report on Form 8-K filed on September 23, 2011 and incorporated herein by reference). | |
| Exhibit 10.1 |
Term Loan Credit Agreement, dated as of April 24, 2012, among United Technologies Corporation, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners (attached as Exhibit 10.34 to UTC’s Quarterly Report on Form 10-Q filed on April 30, 2012 and incorporated herein by reference). | |
| Exhibit 99.1 |
Press Release issued by United Technologies Corporation on July 26, 2012. | |
Exhibit 99.1
| Contact: | John Moran, UTC | FOR IMMEDIATE RELEASE | ||
| (860) 728-7062 | www.utc.com |
United Technologies closes Goodrich acquisition; Marshall Larsen to join UTC Board of Directors; Alain Bellemare to lead UTC Propulsion & Aerospace Systems
HARTFORD, Conn., July 26, 2012 – United Technologies Corp. (NYSE: UTX) today announced it has completed its acquisition of Goodrich Corporation, marking a major milestone for the company and strengthening its position in the commercial aerospace industry. Goodrich will be combined with Hamilton Sundstrand to create the new UTC Aerospace Systems business unit, headquartered in Charlotte, N.C.
The increased scale, financial strength and complementary products resulting from the Goodrich acquisition significantly advance United Technologies’ aerospace leadership at a time when the commercial aerospace industry is poised for growth.
“Throughout the history of our company, we have made many acquisitions, but Goodrich is among the few that stand out as truly transformational,” said UTC Chairman & Chief Executive Officer Louis Chênevert. “Adding the talented people, great technology and culture of innovation that has defined Goodrich truly positions us to better serve our aerospace customers with more advanced, integrated solutions for the next generation aircraft.
“The addition of Goodrich, along with our recent acquisition of a majority share in International Aero Engines, greatly advances our strategy of focusing on our core businesses and strengthens our position in the growing commercial aerospace market,” he continued.
UTC also announced that Marshall Larsen, formerly Goodrich’s chairman and chief executive officer, is slated to join the United Technologies Board of Directors. Larsen is expected to be formally elected at the next scheduled meeting of UTC’s board on Sept. 12, 2012.
“Marshall’s global business experience and remarkable record of accomplishment while leading Goodrich will make him a valuable addition to UTC’s Board of Directors,” Chênevert said. “I look forward to continuing to work with him and to welcoming him to our board.”
In addition, effective immediately, Alain Bellemare is appointed President & Chief Executive Officer of UTC Propulsion & Aerospace Systems. Bellemare will have leadership responsibility for Pratt & Whitney and for the newly created UTC Aerospace Systems. The presidents of Pratt & Whitney and of UTC Aerospace System’s two businesses – Aircraft Systems and Power, Controls & Sensing Systems – will report to him.
“Alain’s strong customer relationships, deep knowledge of the global aerospace markets, and proven leadership capabilities – most recently demonstrated during Goodrich integration planning – will serve him well and enable UTC Propulsion & Aerospace Systems to deliver unmatched value to customers and shareholders,” Chênevert said.
United Technologies Corp., based in Hartford, Connecticut, is a diversified company providing high technology products and services to the building and aerospace industries. Visit the new UTC Aerospace Systems website at www.utcaerospacesystems.com.
This release includes "forward looking statements" concerning the proposed transaction, its financial and business impact, management’s beliefs and objectives with respect thereto, and management’s current expectations 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. It is uncertain whether the events anticipated will transpire, or if they do occur what impact they will have on the results of operations and financial condition of UTC and of the combined
companies. These forward looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including the ability of the parties to complete the anticipated divestitures in a timely manner or on the terms desired or anticipated, the ability to implement the anticipated business plans following closing and achieve anticipated benefits and savings, and the ability to realize opportunities for growth and innovation. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the SEC filings submitted by UTC and Goodrich from time to time, including their respective Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and Current Reports on Form 8-K. The forward looking statements included in this press release are made only as of the date hereof. UTC does not undertake any obligation to update the forward looking statements to reflect subsequent events or circumstances.
UTC-IR
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