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): December 13, 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)
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 8.01 | Other Events. |
On December 13, 2012, United Technologies Corporation (the “Company”) and certain of its subsidiaries (the “Sellers”) completed its previously announced sale (the “Sale”) of its Milton Roy Company, Sullair Corporation and Sundyne Corporation industrial products businesses to Silver II Acquisition S.à r.l. (the “Purchaser”), a private limited liability company organized under the laws of Luxembourg, formed by affiliates of The Carlyle Group and affiliates of BC Partners. The Sale was completed pursuant to that certain Purchase and Sale Agreement (the “Purchase Agreement”), dated July 25, 2012, by and among the Company, the Sellers listed on Schedule I thereto and the Purchaser, for an aggregate purchase price of approximately $3.46 billion in cash, subject to certain post-closing adjustments. A summary of the Purchase Agreement is set forth in the Company’s Current Report on Form 8-K filed on July 31, 2012.
A copy of the press release issued by the Company on December 13, 2012 relating to the completion of the Sale is filed herewith as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release issued by United Technologies Corporation on December 13, 2012. | |
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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: December 17, 2012
| UNITED TECHNOLOGIES CORPORATION | ||
| By: | /s/ Peter J. Graber-Lipperman | |
| Name: | Peter J. Graber-Lipperman | |
| Title: | Vice President, Secretary and Associate General Counsel | |
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release issued by United Technologies Corporation on December 13, 2012. | |
Exhibit 99.1
| Contact: | Ian Race | FOR IMMEDIATE RELEASE | ||
| (860) 728-6515 | www.utc.com |
United Technologies completes sale of industrials products businesses to
The Carlyle Group and BC Partners
HARTFORD, Conn., Dec. 13, 2012 – United Technologies Corp. (NYSE:UTX) today announced it has completed the sale of its Milton Roy Co., Sullair Corp. and Sundyne Corp. industrial products businesses to BC Partners and The Carlyle Group (NASDAQ: CG) for $3.46 billion. Sale of the three former Hamilton Sundstrand industrial products businesses is another step forward in UTC’s ongoing portfolio transformation to focus on its core of aerospace and building systems.
As previously announced, proceeds from the sale will be used to repay a portion of the debt incurred to finance the acquisition of Goodrich Corporation, which closed earlier this year.
United Technologies Corp., based in Hartford, Conn., is a diversified company providing high technology products and services to the building and aerospace industries.
This release includes statements that constitute “forward-looking statements” under the securities laws. Forward-looking statements often contain words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “confident” and similar terms. Forward-looking statements may include, among other things, statements relating to our transformation to focus on our core of aerospace and building systems, as well as to the use of proceeds resulting from the sale of our former Hamilton Sundstrand industrial products businesses. 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. These forward-looking statements speak only as of the date of this release and we undertake no obligation to update or revise any forward-looking statements after we distribute this release. For information identifying factors that may cause actual results to vary materially from those stated in the forward-looking statements, see our reports on Forms 10-K, 10-Q and 8-K filed with the U.S. Securities and Exchange Commission 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.
UTC-IR
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