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Share Name | Share Symbol | Market | Type |
---|---|---|---|
United Technologies Corporation | NYSE:UTX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 86.01 | 0 | 01:00:00 |
Title of each class of
securities to be registered |
| |
Amount to
be registered |
| |
Maximum offering
price per unit |
| |
Maximum aggregate
offering price |
| |
Amount of
registration fee(1) |
2.250% Notes due 2030
|
| |
$1,000,000,000
|
| |
99.872%
|
| |
$998,720,000
|
| |
$129,633.86
|
3.125% Notes due 2050
|
| |
$1,000,000,000
|
| |
99.667%
|
| |
$996,670,000
|
| |
$129,367.77
|
Total
|
| |
$2,000,000,000
|
| |
|
| |
$1,995,390,000
|
| |
$259,001.63
|
(1)
|
The registration fee is calculated in accordance with Rule 457(r) of the U.S. Securities Act of 1933, as amended.
|
|
| |
Per Note due 2030
|
| |
Total
|
| |
Per Note due 2050
|
| |
Total
|
| |
Total
|
Public offering price(1)
|
| |
99.872%
|
| |
$998,720,000
|
| |
99.667%
|
| |
$996,670,000
|
| |
$1,995,390,000
|
Underwriting discount
|
| |
0.450%
|
| |
$4,500,000
|
| |
0.875%
|
| |
$8,750,000
|
| |
$13,250,000
|
Proceeds to RTX (before expenses)
|
| |
99.422%
|
| |
$994,220,000
|
| |
98.792%
|
| |
$987,920,000
|
| |
$1,982,140,000
|
(1)
|
Plus accrued interest, if any, from May 18, 2020, if the notes are delivered after that date.
|
BofA Securities
|
| |
Citigroup
|
| |
Deutsche Bank Securities
|
| |
J.P. Morgan
|
||||||
BNP PARIBAS
|
| |
Goldman Sachs & Co. LLC
|
| |
Mizuho Securities
|
| |
Morgan Stanley
|
| |
SMBC Nikko
|
ANZ Securities
|
| |
BNY Mellon Capital Markets, LLC
|
| |
Credit Agricole CIB
|
| |
Credit Suisse
|
RBC Capital Markets
|
| |
Scotiabank
|
| |
UniCredit Capital Markets
|
| |
US Bancorp
|
•
|
Pratt & Whitney: among the world’s leading suppliers of aircraft engines for the commercial, military, business jet and general aviation markets.
|
•
|
Collins Aerospace Systems: a leading global provider of technologically advanced aerospace products and aftermarket service solutions for aircraft manufacturers, airlines, regional, business and general aviation markets, as well as military and space operations.
|
•
|
Raytheon Intelligence & Space: a leading developer and provider of integrated sensor and communication systems for advanced missions, including space-enabled information and multi-domain intelligence solutions, as well as electronic warfare solutions, advanced training and logistics services, and cyber and software solutions to intelligence, defense, federal and commercial customers worldwide.
|
•
|
Raytheon Missiles & Defense: a leading designer, developer, integrator and producer of missile and combat systems for the armed forces of the U.S. and allied nations and a leader in integrated air and missile defense; large land- and sea-based radar solutions; command, control, communications, computers, cyber and intelligence solutions; naval combat and ship electronic and sensing systems; and undersea sensing and effects solutions.
|
•
|
requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds we have available for other purposes, such as acquisitions, reinvestment in our businesses, dividends and repurchases of our common stock;
|
•
|
reducing our flexibility in planning for or reacting to changes in our business and market conditions; and
|
•
|
exposing us to interest rate risk at the time outstanding debt is refinanced or on the portion of our debt obligations that are issued at variable rates.
|
•
|
our credit ratings with major credit rating agencies;
|
•
|
the prevailing interest rates being paid by other companies similar to us;
|
•
|
our financial condition, financial performance, operating results, cash flows and future prospects; and
|
•
|
the overall condition of the financial markets.
|
|
| |
As of March 31, 2020
|
|||
(dollars in millions)
|
| |
Actual
|
| |
As Adjusted
|
Commercial paper
|
| |
$500
|
| |
$500
|
Other borrowings
|
| |
1,225
|
| |
1,225
|
Total short-term borrowings
|
| |
$1,725
|
| |
$1,725
|
|
| |
As of March 31, 2020
|
|||
(dollars in millions)
|
| |
Actual
|
| |
As Adjusted
|
EURIBOR plus 0.20% floating rate notes due 2020 (€750 million principal value)2
|
| |
$824
|
| |
$824
|
8.750% notes due 2021
|
| |
250
|
| |
250
|
3.100% notes due 20214,7
|
| |
250
|
| |
250
|
2.800% notes due 20224,7
|
| |
1,100
|
| |
1,100
|
1.923% notes due 2023 (Carrier)6
|
| |
500
|
| |
—
|
LIBOR plus 1.125% Term Loan due 2023 (Otis)6
|
| |
1,000
|
| |
—
|
LIBOR plus 0.45% floating rates due 2023 (Otis)6
|
| |
500
|
| |
—
|
LIBOR plus 1.125% Term Loan due 2023 (Carrier)6
|
| |
1,750
|
| |
—
|
3.650% notes due 20231,8
|
| |
581
|
| |
581
|
3.700% notes due 20234,7
|
| |
400
|
| |
400
|
3.200% notes due 20244,7
|
| |
950
|
| |
950
|
2.056% notes due 2025 (Otis)6
|
| |
1,300
|
| |
—
|
2.242% notes due 2025 (Carrier)6
|
| |
2,000
|
| |
—
|
3.950% notes due 20251
|
| |
1,500
|
| |
1,500
|
2.650% notes due 20261
|
| |
719
|
| |
719
|
2.293% notes due 2027 (Otis)6
|
| |
500
|
| |
—
|
2.493% notes due 2027 (Carrier)6
|
| |
1,250
|
| |
—
|
3.125% notes due 20271
|
| |
1,100
|
| |
1,100
|
3.500% notes due 20274,7
|
| |
1,300
|
| |
1,300
|
7.100% notes due 20277
|
| |
141
|
| |
141
|
6.700% notes due 2028
|
| |
400
|
| |
400
|
4.125% notes due 20281
|
| |
3,000
|
| |
3,000
|
7.500% notes due 20291
|
| |
550
|
| |
550
|
2.150% notes due 2030 (€500 million principal value)1
|
| |
549
|
| |
549
|
2.250% notes due 2030 offered hereby1
|
| |
—
|
| |
1,000
|
2.565% notes due 2030 (Otis)6
|
| |
1,500
|
| |
—
|
2.722% notes due 2030 (Carrier)6
|
| |
2,000
|
| |
—
|
5.400% notes due 20351
|
| |
600
|
| |
600
|
6.050% notes due 20361
|
| |
600
|
| |
600
|
6.800% notes due 20361,7
|
| |
134
|
| |
134
|
7.000% notes due 20387
|
| |
159
|
| |
159
|
6.125% notes due 20381
|
| |
1,000
|
| |
1,000
|
|
| |
As of March 31, 2020
|
|||
(dollars in millions)
|
| |
Actual
|
| |
As Adjusted
|
4.450% notes due 20381
|
| |
750
|
| |
750
|
3.112% notes due 2040 (Otis)6
|
| |
750
|
| |
—
|
3.377% notes due 2040 (Carrier)6
|
| |
1,500
|
| |
—
|
5.700% notes due 20401
|
| |
1,000
|
| |
1,000
|
4.500% notes due 20421
|
| |
3,500
|
| |
3,500
|
4.800% notes due 20434,7
|
| |
400
|
| |
400
|
4.150% notes due 20451
|
| |
850
|
| |
850
|
3.750% notes due 20461
|
| |
1,100
|
| |
1,100
|
4.050% notes due 20471
|
| |
600
|
| |
600
|
4.350% notes due 20474,7
|
| |
1,000
|
| |
1,000
|
4.625% notes due 20481
|
| |
1,750
|
| |
1,750
|
3.125% notes due 2050 offered hereby1
|
| |
—
|
| |
1,000
|
3.362% notes due 2050 (Otis)6
|
| |
750
|
| |
—
|
3.577% notes due 2050 (Carrier)6
|
| |
2,000
|
| |
—
|
Project financing obligations5
|
| |
316
|
| |
—
|
Other (including finance leases)
|
| |
268
|
| |
299
|
Total principal long-term debt
|
| |
44,941
|
| |
29,356
|
Other (fair market value adjustments, discounts and debt issuance costs)
|
| |
(347)
|
| |
(287)
|
Total long-term debt
|
| |
44,594
|
| |
29,069
|
Less: current portion
|
| |
1,362
|
| |
1,143
|
Long-term debt, net of current portion
|
| |
$43,232
|
| |
$27,926
|
1
|
We may redeem these notes at our option pursuant to their terms.
|
2
|
The three-month EURIBOR rate as of March 31, 2020 was approximately -0.363%. The notes may be redeemed at our option in whole, but not in part, at any time in the event of certain developments affecting U.S. taxation.
|
3
|
The three-month LIBOR rate as of March 31, 2020 was approximately 1.4505%.
|
4
|
Rockwell Collins debt that remained outstanding following the Rockwell Acquisition.
|
5
|
Project financing obligations are associated with the sale of rights to unbilled revenues related to the ongoing activity of an entity owned by Carrier.
|
6
|
The debt issuances reflect additional debt incurred by Otis and Carrier and attributed to those businesses post-separation. The net proceeds of these issuances were utilized to extinguish Raytheon Technologies short-term and long-term debt.
|
7
|
Subsidiary notes subject to the Company’s exchange offer commenced on May 11, 2020.
|
8
|
On May 4, 2020, the Company notified holders of the outstanding 3.650% notes due 2023 that the Company will redeem $410 million of the aggregate principal amount of such notes on May 19, 2020.
|
(a)
|
100% of the principal amount of the applicable series of notes to be redeemed; or
|
(b)
|
the sum of the present values of the remaining scheduled payments of principal and interest on the applicable series of notes to be redeemed, assuming for such purpose that the notes due 2030 and the notes due 2050 matured on the 2030 par call date and the 2050 par call date, respectively, discounted to the redemption date on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the adjusted treasury rate plus 25 basis points for the notes due 2030 and 30 basis points for the notes due 2050.
|
•
|
the depositary for any of the notes represented by a registered global note (a) notifies us that it is unwilling or unable to continue as depositary or clearing system for the global notes or (b) ceases to be a “clearing agency” registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in either event we are unable to find a qualified replacement for such depositary within 90 days;
|
•
|
we in our sole discretion determine to allow global notes to be exchangeable for definitive notes in registered form; or
|
•
|
there has occurred and is continuing an event of default with respect to the notes, and DTC notifies the trustee of its decision to exchange the global notes for definitive notes in registered form.
|
•
|
an individual who is a citizen or resident of the United States;
|
•
|
a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;
|
•
|
an estate, the income of which is subject to U.S. federal income tax regardless of its source; or
|
•
|
a trust (a) if a court within the United States is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.
|
•
|
such interest is not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (or, in the case of an income tax treaty resident, is not attributable to a permanent establishment of the non-U.S. holder in the United States);
|
•
|
the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of the Code and applicable United States Treasury Regulations;
|
•
|
the non-U.S. holder is not a “controlled foreign corporation” with respect to which we are a “related person” within the meaning of the Code; and
|
•
|
either (a) the beneficial owner of the notes provides the applicable withholding agent with a properly completed and executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, certifying, under penalties of perjury, that it is not a “U.S. person” (as defined in the Code) and providing its name and address, or (b) a financial institution that holds the notes on behalf of the beneficial owner certifies to the applicable withholding agent, under penalties of perjury, that it has received such properly completed and executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from the beneficial owner and provides the applicable withholding agent with a copy thereof.
|
•
|
such gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment of the non-U.S. holder in the United States); or
|
•
|
the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.
|
Underwriters
|
| |
Principal Amount of
Notes due 2030 |
| |
Principal Amount of
Notes due 2050 |
BofA Securities, Inc.
|
| |
$122,500,000
|
| |
$122,500,000
|
Citigroup Global Markets Inc.
|
| |
122,500,000
|
| |
122,500,000
|
Deutsche Bank Securities Inc.
|
| |
122,500,000
|
| |
122,500,000
|
J.P. Morgan Securities LLC
|
| |
122,500,000
|
| |
122,500,000
|
BNP Paribas Securities Corp.
|
| |
74,000,000
|
| |
74,000,000
|
Goldman Sachs & Co. LLC
|
| |
74,000,000
|
| |
74,000,000
|
Mizuho Securities USA LLC
|
| |
74,000,000
|
| |
74,000,000
|
Morgan Stanley & Co. LLC
|
| |
74,000,000
|
| |
74,000,000
|
SMBC Nikko Securities America Inc.
|
| |
74,000,000
|
| |
74,000,000
|
ANZ Securities, Inc.
|
| |
17,500,000
|
| |
17,500,000
|
BNY Mellon Capital Markets, LLC
|
| |
17,500,000
|
| |
17,500,000
|
Credit Agricole Securities (USA) Inc.
|
| |
17,500,000
|
| |
17,500,000
|
Credit Suisse Securities (USA) LLC
|
| |
17,500,000
|
| |
17,500,000
|
RBC Capital Markets, LLC
|
| |
17,500,000
|
| |
17,500,000
|
Scotia Capital (USA) Inc.
|
| |
17,500,000
|
| |
17,500,000
|
UniCredit Capital Markets LLC
|
| |
17,500,000
|
| |
17,500,000
|
U.S. Bancorp Investments, Inc.
|
| |
17,500,000
|
| |
17,500,000
|
Total
|
| |
$1,000,000,000
|
| |
$1,000,000,000
|
|
| |
Paid by RTX
|
Per note due 2030
|
| |
0.450%
|
Total for notes due 2030
|
| |
$4,500,000
|
Per note due 2050
|
| |
0.875%
|
Total for notes due 2050
|
| |
$8,750,000
|
(a)
|
the expression “retail investor” means a person who is one (or more) of the following:
|
(i)
|
a retail client as defined in point (11) of Article 4(1) of Markets in Financial Instruments Directive (“MiFID”) II; or
|
(ii)
|
a customer within the meaning of the Insurance Distribution Directive (Directive (EU) 2016/97), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
|
(iii)
|
not a qualified investor as defined in the Prospectus Regulation (Regulation (EU) 2017/1129) (the “Prospectus Regulation”); and
|
(b)
|
the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes.
|
•
|
Annual Report on Form 10-K for the year ended December 31, 2019;
|
•
|
Quarterly Report on Form 10-Q for the period ended March 31, 2020;
|
•
|
Current Reports on Form 8-K filed on January 17, 2020, February 3, 2020, February 28, 2020, March 13, 2020, April 8, 2020, April 28, 2020 and May 7, 2020 (No. 20857288); and
|
•
|
Definitive Proxy Statement filed on March 13, 2020, pursuant to Section 14 of the Exchange Act.
|
•
|
unsubordinated debt securities;
|
•
|
junior subordinated debt securities;
|
•
|
debt warrants;
|
•
|
currency warrants;
|
•
|
stock-index warrants;
|
•
|
common stock;
|
•
|
stock purchase contracts;
|
•
|
equity units; and
|
•
|
any combination of the above.
|
•
|
this prospectus;
|
•
|
the accompanying prospectus supplement, which (1) explains the specific terms of the securities being offered and (2) updates and changes information in this prospectus; and
|
•
|
the documents referred to in “Where You Can Find More Information” for information on us, including our financial statements.
|
•
|
Pratt & Whitney—Pratt & Whitney supplies aircraft engines for the commercial, military, business jet and general aviation markets. Pratt & Whitney provides fleet management services and aftermarket maintenance, repair and overhaul services. Pratt & Whitney designs, develops, produces and maintains families of large engines for wide- and narrow-body and large regional aircraft in the commercial market and for fighter, bomber, tanker and transport aircraft in the military market. Pratt & Whitney’s products are sold principally to aircraft manufacturers, airlines and other aircraft operators, aircraft leasing companies and the U.S. and foreign governments.
|
•
|
Collins Aerospace Systems—Collins Aerospace Systems is a global provider of technologically advanced aerospace products and aftermarket service solutions for aircraft manufacturers, airlines, regional, business and general aviation markets, military, space and undersea operations. Collins Aerospace Systems sells aerospace products and services to aircraft manufacturers, airlines and other aircraft operators, the U.S. and foreign governments, maintenance, repair and overhaul providers, and independent distributors.
|
•
|
Otis—Otis is an elevator and escalator manufacturing, installation and service company and designs, manufactures, sells and installs passenger and freight elevators as well as escalators and moving walkways. In addition to new equipment, Otis provides modernization products to upgrade elevators and escalators as well as maintenance and repair services for both its products and those of other manufacturers. Otis serves customers in the commercial, residential and infrastructure property sectors around the world.
|
•
|
Carrier—Carrier is a provider of heating, ventilating, air conditioning (HVAC), refrigeration, fire, security and building automation products, solutions and services for commercial, government, infrastructure, and residential property applications and refrigeration and transportation applications. Carrier provides a wide range of building systems, including cooling, heating, ventilation, refrigeration, fire, flame, gas, and smoke detection, portable fire extinguishers, fire suppression, intruder alarms, access control systems, video surveillance, and building control systems. Carrier also provides a broad array of related building services, including audit, design, installation, system integration, repair, maintenance, and monitoring services. Carrier also provides refrigeration and monitoring products and solutions to the transport industry. Carrier sells its HVAC and refrigeration products and solutions either directly, including to building contractors and owners, transportation companies, retail stores and food service companies, or indirectly through joint ventures, independent sales representatives, distributors, wholesalers, dealers, and retail outlets. Carrier’s security and fire safety products and services are used by governments, financial institutions, architects, building owners and developers, security, and fire consultants, homeowners, and other end-users requiring a high level of security and fire protection for their businesses and residences.
|
•
|
the title of that issue of debt securities;
|
•
|
whether the debt securities will be unsubordinated debt securities or junior subordinated debt securities;
|
•
|
any limit upon the aggregate principal amount of that issue of debt securities and whether we may, without the consent of the holders of that issue of debt securities, issue additional debt securities of the same series;
|
•
|
the percentage of the principal amount for which that issue of debt securities will be issued;
|
•
|
the date or dates on which the principal of that issue of debt securities will be payable, or the method by which this date or these dates will be determined or extended;
|
•
|
the rate or rates (which may be fixed or variable), at which that issue of debt securities will bear interest, if any, or the method by which this rate or these rates will be determined;
|
•
|
the date or dates from which any interest will accrue, or the method by which this date or these dates will be determined, or, in the case of the junior subordinated indenture, extended, the dates on which payment of any interest will be payable on any registered security and the regular record dates for these interest payment dates and the basis on which any interest will be calculated if other than on the basis of a 360-day year of twelve 30-day months;
|
•
|
the place or places where the principal, premium, if any, and interest, if any, on that issue of debt securities will be payable;
|
•
|
the place or places where that issue of debt securities may be surrendered for exchange, and notices or demands to or upon UTC in respect of debt securities may be served and any registered securities may be surrendered for registration of transfer;
|
•
|
the period or periods within which, the price or prices at which, the currency, currencies, currency unit or units or composite currencies in which, and the other terms and conditions upon which, that issue of debt securities may be redeemed in whole or in part, at the option of UTC;
|
•
|
the obligation, if any, of UTC to redeem, repay or purchase that issue of debt securities pursuant to any sinking fund or analogous provision, any mandatory redemption provision or at the option of a holder of debt securities and the period or periods within which, the price or prices at which, the currency, currencies, currency unit or units or composite currencies in which, and the other terms and conditions upon which, that issue of debt securities will be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;
|
•
|
the denominations of the debt securities if other than denominations of $1,000 and integral multiples thereof;
|
•
|
if other than the entire principal amount, the portion of the principal amount of any debt securities of any series which shall be payable upon declaration of acceleration of the maturity;
|
•
|
if other than U.S. dollars, the currency, currencies or currency unit or composite currency in which that issue of debt securities will be denominated and/or in which the principal, premium, if any, or interest on that issue of debt securities will be payable;
|
•
|
whether the debt securities will be convertible into UTC common stock, and, if so, the terms and conditions of conversion;
|
•
|
whether the amount of payments of principal, premium, if any, or interest on that issue of debt securities may be determined with reference to an index, formula or other method (which index, formula or method may, without limitation, be based on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices) and the manner in which these amounts will be determined;
|
•
|
whether UTC or a holder may elect payment of the principal, premium, if any, or interest, if any, on that issue of debt securities in a currency, currencies, currency unit or units or composite currency other than that in which the debt securities are stated to be payable, and the period or periods within which, and the terms and conditions upon which, this election may be made, and the time and manner of determining the exchange rate between the coin or currency, currencies, currency unit or units or composite currency in which the debt securities are denominated or stated to be payable and the coin or currency, currencies, currency unit or units or composite currency in which the debt securities are to be so payable;
|
•
|
any deletions from, modifications of or additions to the events of default or covenants of UTC with respect to that issue of debt securities, whether or not these events of default or covenants are consistent with the events of default or covenants contained in the applicable indenture as originally executed;
|
•
|
whether the provisions of Article Fourteen of the indenture described under “—Defeasance and Covenant Defeasance” apply to that issue of debt securities and any change to those provisions that apply to that issue of debt securities;
|
•
|
provisions, if any, granting special rights to the holders of that issue of debt securities if any specified events occur;
|
•
|
the designation of any security registrars, paying agents, depositaries or exchange rate agents for that issue of debt securities;
|
•
|
whether that issue of debt securities is to be issuable as registered securities, bearer securities or both, whether any debt securities of that issue are to be issuable initially in temporary global form and whether any debt securities of that issue are to be issuable in permanent global form with or without coupons and, if so, whether beneficial owners of interests in any permanent global debt security may exchange these interests for debt securities of like tenor of any authorized form and denomination and the circumstances under which any exchanges of this kind may occur, and whether registered securities may be exchanged for bearer securities (if permitted by applicable laws and regulations) and the circumstances under which and the place or places where exchanges of this kind, if permitted, may be made;
|
•
|
the person to whom any interest on any registered security will be payable, if other than the person in whose name that debt security (or one or more predecessor securities) is registered at the close of business on the regular record date for the interest, the manner in which, or the person to whom, any interest on any bearer security will be payable, if otherwise than in exchange for the coupons appertaining to the bearer security as they individually mature, and the extent to which, or the manner in which, any interest payable on a temporary global debt security on an interest payment date will be paid;
|
•
|
if the debt securities of that issue are to be issued upon the exercise of warrants, the time, manner and place for the debt securities to be authenticated and delivered;
|
•
|
whether and under what circumstances UTC will pay additional amounts as contemplated by Section 1010 of the indenture on that issue of debt securities to any holder who is not a United States person in respect of any tax, assessment or governmental charge, including any modification to the definition of “United States person” as contained in the indenture as originally executed, and, if so, whether and on what terms UTC will have the option to redeem the debt securities rather than pay additional amounts;
|
•
|
the manner in which principal, premium, if any, and interest, if any, will be payable;
|
•
|
if the debt securities are to be issuable in definitive form only upon receipt of certain certificates or other documents or satisfaction of other conditions, the form and/or forms of such certificates, documents or conditions;
|
•
|
the manner in which debt securities of that issue will be transferable; and
|
•
|
any other terms, conditions, rights and preferences, or limitations on rights and preferences, of that issue of debt securities consistent with the provisions of the applicable indenture.
|
•
|
the principal amount of an original issue discount security that will be deemed to be outstanding will be the amount of the principal of that security that would be (or shall have been declared to be) due and payable as of the date of that determination upon acceleration of the maturity of the security;
|
•
|
the principal amount of a debt security denominated in one or more foreign currencies or currency units will be deemed to be the U.S. dollar equivalent, determined on the date of original issuance of that debt security, of the principal amount or, in the case of an original issue discount security, the U.S. dollar equivalent, on the date of original issuance of the original issue discount security, of the amount determined as provided in the immediately preceding bullet point;
|
•
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the principal amount that will be deemed outstanding of a debt security issued as an indexed security whose terms provide that its principal amount payable at stated maturity may be more or less than principal face amount at original issuance will be deemed to be its principal face amount at original issuance; and
|
•
|
debt securities owned by UTC or any affiliate of UTC will be disregarded and deemed not to be outstanding, except that, in determining whether the trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only debt securities that the trustee knows to be so owned will be disregarded (Section 101 of each indenture).
|
•
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registered securities denominated in U.S. dollars, other than registered securities issued in global form, will be issued in denominations of $1,000 and any integral multiple thereof;
|
•
|
registered securities issued in global form may be issued in any denomination;
|
•
|
bearer securities denominated in U.S. dollars, other than bearer securities issued in global form, will be issued in denominations of $5,000; and
|
•
|
bearer securities issued in global form may be issued in any denomination (Section 302 of each indenture).
|
•
|
if debt securities of a series are issuable solely as registered securities, UTC will be required to maintain a transfer agent in each place of payment for that series; and
|
•
|
if debt securities of a series may be issuable as both registered securities and as bearer securities, UTC will be required to maintain a transfer agent in a place of payment for that series located outside the United States, in addition to the trustee.
|
•
|
issue, register the transfer of, exchange or convert debt securities of any series during a period beginning at the opening of business 15 days before any debt securities of that series are selected to be redeemed and ending at the close of business on:
|
(a)
|
if debt securities of the series are issuable only as registered securities, the day of mailing of the relevant notice of redemption;
|
(b)
|
if debt securities of the series are issuable as bearer securities, the day of the first publication of the relevant notice of redemption; or
|
(c)
|
if debt securities of the series are also issuable as registered securities and there is no publication, the mailing of the relevant notice of redemption; or
|
•
|
register the transfer of or exchange any portion of any registered security called for redemption, except the unredeemed portion of any registered security being redeemed in part;
|
•
|
exchange any bearer security called for redemption, except to exchange the bearer security for a registered security of that series and like tenor which is simultaneously surrendered for redemption; or
|
•
|
issue, register the transfer of or exchange any debt security which has been surrendered for repayment at the option of the holder, except the portion, if any, of such debt security not to be so repaid (Section 305 of each indenture).
|
•
|
by check mailed to the address of the person entitled to the interest as that address appears in the security register; or
|
•
|
by wire transfer to an account maintained by the person entitled to the interest as specified in the security register (Sections 307 and 1002 of each indenture).
|
•
|
if debt securities of a series are issuable only as registered securities, UTC will be required to maintain a paying agent in each place of payment for that series;
|
•
|
if debt securities of a series are also issuable as bearer securities, UTC will be required to maintain:
|
(a)
|
a paying agent in The City of New York for payments with respect to any registered securities of that series and for payments with respect to bearer securities of that series in the limited circumstances described above, but not otherwise; and
|
(b)
|
a paying agent in a place of payment located outside the United States where debt securities of that series and any coupons appertaining to the securities may be presented and surrendered for payment; and
|
•
|
if the debt securities of a series are listed on the Luxembourg Stock Exchange or any other stock exchange located outside the United States and that stock exchange so requires, UTC will maintain a paying agent in Luxembourg or any other required city located outside the United States, as the case may be, for the debt securities of that series (Section 1002 of each indenture).
|
•
|
limit the amount of unsecured indebtedness which UTC or any subsidiary may incur; or
|
•
|
limit the payment of dividends by UTC or its acquisition of any of its equity securities.
|
•
|
immediately after the transaction, no event of default (or event which with notice or lapse of time, or both, would be an event of default) with respect to the debt securities will have happened and be continuing;
|
•
|
the corporation formed by the consolidation or into which UTC is merged or the person which will have received the transfer or lease of UTC’s properties and assets will assume UTC’s obligation for the due and punctual payment of the principal, premium, if any, and interest (including all additional amounts, if any, payable as contemplated by Section 1010 of the applicable indenture) on the debt securities and the performance and observance of every covenant to be performed by UTC under the applicable indenture, and will be organized under the laws of the United States of America, one of the States thereof or the District of Columbia; and
|
•
|
UTC has delivered to the trustee an officer’s certificate and opinion of counsel, each stating that the transaction complies with these conditions (Section 801).
|
•
|
“defeasance” means that UTC may elect to defease and be discharged from any and all obligations with respect to the debt securities and any related coupons, except for the obligation to pay additional amounts, if any, upon the occurrence of specified events of tax, assessment or governmental charge with respect to payments on the debt securities and the obligations to register the transfer or exchange of the debt securities and any related coupons, to replace temporary or mutilated, destroyed, lost or stolen debt securities and any related coupons, to maintain an office or agency in respect of the debt securities and any related coupons and to hold moneys for payment in trust;
|
•
|
“covenant defeasance” means that UTC may elect to be released from its obligations with respect to the debt securities and any related coupons that are described under “—Liens” and “—Sales and Leasebacks,” or, if provided pursuant to Section 301 of the applicable indenture, its obligations with respect to any other covenant, and any omission to comply with these obligations will not constitute a default or an event of default with respect to the debt securities and any related coupons.
|
•
|
direct obligations of the government which issued the currency in which the debt securities are payable; or
|
•
|
obligations of a person controlled or supervised by and acting as an agency or instrumentality of the government which issued the currency in which the debt securities of the applicable series are payable, the payment of which is unconditionally guaranteed by that government, which, in either case, are full faith and credit obligations of that government payable in that currency and are not callable or redeemable at the option of the issuer of the obligations and will also include specified depository receipts issued by a bank or trust company as custodian with respect to any government obligation of this kind (Section 101 and Article Fourteen).
|
•
|
the holder of a debt security is entitled to, and does, elect pursuant to the terms of the debt security to receive payment in a currency or currency unit other than that in which the deposit has been made in respect of the debt security; or
|
•
|
the currency or currency unit in which the deposit has been made in respect of the debt security ceases to be used by its government of issuance;
|
•
|
change the stated maturity of principal of, or any installment of interest or premium, if any, on, or change the obligation of UTC to pay any additional amounts as contemplated by Section 1010 of the indenture on, any security;
|
•
|
reduce the principal amount of, or the rate of interest on, or any premium payable on redemption of, any security, or reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the maturity of the original issue discount security or would be provable in bankruptcy;
|
•
|
change the place of payment where, or the coin, currency, currencies, currency unit or composite currency in which payment of principal, premium, if any, or interest on any security is payable;
|
•
|
impair the right to institute suit for the enforcement of any payment on or with respect to any security;
|
•
|
reduce the above stated percentage of holders of debt securities necessary to modify or amend the applicable indenture or to consent to any waiver under the applicable indenture; or
|
•
|
modify the foregoing requirements or the provisions of the indenture related to waiver of certain covenants or waiver of past defaults (Section 902).
|
•
|
default in the payment of any interest upon any debt security of the series and any related coupon when due, continued for 30 days;
|
•
|
default in the payment of the principal of, or premium, if any, on a debt security of the series at its maturity;
|
•
|
default in the performance of any other covenant of UTC in the applicable indenture, continued for 60 days after written notice as provided in the applicable indenture, other than a covenant included in the applicable indenture solely for the benefit of series of debt securities other than the series in question or a covenant default the performance of which would be covered by the fifth bullet point below;
|
•
|
certain specified events in bankruptcy, insolvency or reorganization; and
|
•
|
any other event of default provided with respect to debt securities of the series.
|
•
|
UTC will not itself, and will not permit any wholly-owned domestic manufacturing subsidiary to, create, incur, issue or assume any debt secured by any lien on any principal property owned by UTC or any wholly-owned domestic manufacturing subsidiary; and
|
•
|
UTC will not itself, and will not permit any subsidiary to, create, incur, issue or assume any debt secured by any lien on any shares of stock or debt of any wholly-owned domestic manufacturing subsidiary.
|
•
|
which neither transacts any substantial portion of its business nor regularly maintains any substantial portion of its fixed assets within the United States; or
|
•
|
which is engaged primarily in the finance business including, without limitation, financing the operations of, or the purchase of products which are products of or incorporate products of, UTC and/or its subsidiaries; or
|
•
|
which is primarily engaged in ownership and development of real estate, construction of buildings, or related activities, or a combination of the foregoing (Section 101).
|
•
|
which is financed by industrial development bonds; or
|
•
|
which, in the opinion of the board of directors of UTC, is not of material importance to the total business conducted by UTC and its subsidiaries, taken as a whole (Section 101).
|
•
|
the unsubordinated debt securities are equally and ratably secured; or
|
•
|
the aggregate principal amount of the secured debt then outstanding plus the attributable debt of UTC and its wholly-owned domestic manufacturing subsidiaries in respect of sale and leaseback transactions described below involving principal properties entered into after the date when UTC first issues securities pursuant to the unsubordinated indenture, other than transactions that are permitted as described in the second bullet point under “—Sales and Leasebacks,” would not exceed 10% of consolidated net tangible assets.
|
•
|
all current liabilities, excluding any current liabilities which are by their terms extendible or renewable at the option of the obligor on the liabilities to a time more than 12 months after the time as of which the amount of current liabilities is being computed; and
|
•
|
all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent balance sheet of UTC and its subsidiaries and computed in accordance with accounting principles generally accepted in the United States of America (Section 101).
|
•
|
liens existing as of the date when UTC first issued securities pursuant to the applicable indenture;
|
•
|
liens existing on any property of or shares of stock or debt of any corporation at the time it became or becomes a wholly-owned domestic manufacturing subsidiary, or arising after that time (a) otherwise than in connection with the borrowing of money arranged after the corporation became a wholly-owned domestic manufacturing subsidiary and (b) pursuant to contractual commitments entered into before the corporation became a wholly-owned domestic manufacturing subsidiary;
|
•
|
liens on property (including shares of stock or debt of a wholly-owned domestic manufacturing subsidiary) existing at the time of acquisition and certain purchase money or similar liens;
|
•
|
liens to secure specified exploration, drilling, development, operation, construction, alteration, repair or improvement costs;
|
•
|
liens securing debt owing by a subsidiary to UTC or to a wholly- owned domestic manufacturing subsidiary;
|
•
|
liens in connection with government contracts, including the assignment of moneys due or to become due on government contracts;
|
•
|
materialmen’s, carriers’, mechanics’, workmen’s, repairmen’s or other like liens arising in the ordinary course of business and which are not overdue or which are being contested in good faith in appropriate proceedings;
|
•
|
liens arising from any judgment, decree or order of any court or in connection with legal proceedings or actions at law or in equity; and
|
•
|
certain extensions, substitutions, replacements or renewals of the foregoing.
|
•
|
attributable debt of UTC and its wholly-owned domestic manufacturing subsidiaries in respect of the sale and leaseback transaction and all other sale and leaseback transactions entered into after the date when UTC first issued securities pursuant to the unsubordinated indenture (other than sale and leaseback transactions that are permitted as described in the next bullet point), plus the aggregate principal amount of debt secured by liens on principal properties then outstanding (not otherwise permitted or excepted) without equally and ratably securing the unsubordinated debt securities, would not exceed 10% of the consolidated net tangible assets;
|
•
|
an amount equal to the greater of the net proceeds of the sale or transfer or the fair market value of the principal property sold or transferred (as determined by UTC) is applied within 120 days to the voluntary retirement of the unsubordinated debt securities or other indebtedness of UTC (other than indebtedness subordinated to the unsubordinated debt securities) or indebtedness of a wholly-owned domestic manufacturing subsidiary, for money borrowed, maturing more than 12 months after the voluntary retirement;
|
•
|
the lease is for a temporary period not exceeding three years; or
|
•
|
the lease is with UTC or another wholly-owned domestic manufacturing subsidiary (Section 1009).
|
•
|
all indebtedness of UTC for borrowed money (other than indebtedness issued pursuant to the junior subordinated indenture), including, without limitation, such obligations as are evidenced by credit agreements, notes, debentures, bonds and similar instruments;
|
•
|
all obligations of UTC under synthetic leases, financing leases and capitalized leases;
|
•
|
all of UTC’s reimbursement obligations under letters of credit, banker’s acceptances, security purchase facilities or similar facilities issued for the account of UTC;
|
•
|
any obligations of UTC with respect to derivative contracts, including but not limited to commodity contracts, interest rate, commodity and currency swap agreements, forward contracts and other similar agreements or arrangements designed to protect against fluctuations in commodity prices, currency exchange or interest rates;
|
•
|
all obligations of the types referred to in the preceding bullet points of others, the payment of which UTC has assumed, guaranteed or otherwise becomes liable for, under any agreement;
|
•
|
all obligations of the types referred to in the preceding bullet points (other than the immediately preceding bullet point) of others which is secured by any lien on any property or assets of UTC (whether or not that obligation has been assumed by UTC); and
|
•
|
amendments, modifications, renewals, extensions, deferrals and refundings of any of the above types of indebtedness (Section 101 of the junior subordinated indenture).
|
•
|
any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of UTC or a substantial part of its property, or of any proceedings for liquidation, dissolution or other winding up of UTC, whether or not involving insolvency or bankruptcy;
|
•
|
a default in the payment of principal, interest or other monetary amounts with respect to any senior indebtedness, beyond the period of grace, if any, in respect thereof, and such default shall not have been cured or waived or shall not have ceased to exist; or
|
•
|
the maturity of any senior indebtedness shall have been accelerated because of an event of default (other than a default described in the immediately preceding bullet point) in respect of any senior indebtedness (Section 1702 of the junior subordinated indenture).
|
•
|
the payments or distributions consist of shares of stock of UTC as reorganized or readjusted or securities issued by UTC or another company in connection with a plan of reorganization or readjustment; and
|
•
|
payment on those securities is subordinate to all senior indebtedness that may be outstanding at the time to the same extent as, or to a greater extent than, provided in the subordination provisions of such junior subordinated debt securities.
|
•
|
the initial offering price;
|
•
|
the currency or currency unit in which the price for the debt warrants is payable;
|
•
|
the title, aggregate principal amount and terms of the debt securities purchasable upon exercise of the debt warrants;
|
•
|
the title and terms of any related debt securities with which the debt warrants are issued and the number of the debt warrants issued with each debt security;
|
•
|
the date, if any, on and after which the debt warrants and the related debt securities will be separately transferable;
|
•
|
the principal amount of debt securities purchasable upon exercise of each debt warrant and the price at which that principal amount of debt securities may be purchased upon exercise of each debt warrant;
|
•
|
the date on which the right to exercise the debt warrants will commence and the date on which this right will expire;
|
•
|
if applicable, a discussion of United States federal income tax, accounting or other considerations applicable to the debt warrants;
|
•
|
whether the debt warrants represented by the debt warrant certificates will be issued in registered or bearer form, and, if registered, where they may be transferred and registered; and
|
•
|
any other terms of the debt warrants.
|
•
|
in the form of currency put warrants, entitling their owners to receive from UTC the currency warrant cash settlement value (as defined under “Terms of the Currency Warrants to Be Described in the Prospectus Supplement” below) in U.S. dollars of the right to sell a specified foreign base currency or currency unit or units for a specified amount of U.S. dollars;
|
•
|
in the form of currency call warrants, entitling their owners to receive from UTC the currency warrant cash settlement value in U.S. dollars of the right to purchase a specified amount of a base currency for a specified amount of U.S. dollars; or
|
•
|
in any other form that is specified in the applicable prospectus supplement.
|
•
|
the aggregate amount of the currency warrants;
|
•
|
the initial offering price;
|
•
|
whether the currency warrants shall be currency put warrants, currency call warrants, or otherwise;
|
•
|
the formula for determining the currency warrant cash settlement value, if applicable, of each currency warrant;
|
•
|
the procedures and conditions relating to the exercise of the currency warrants;
|
•
|
the circumstances which will cause the currency warrants to be deemed to be automatically exercised;
|
•
|
any minimum number of currency warrants which must be exercised at any one time, other than upon automatic exercise;
|
•
|
the date on which the right to exercise the currency warrants will commence and the date on which the right will expire;
|
•
|
the identity of the currency warrant agent;
|
•
|
if applicable, a discussion of United States federal income tax, accounting or other considerations applicable to the currency warrants; and
|
•
|
any other terms of the currency warrants.
|
•
|
zero; and
|
•
|
an amount calculated as follows:
|
constant
|
–
|
(constant x strike price)
spot rate. |
|
•
|
zero; and
|
•
|
an amount calculated as follows:
|
(constant x strike price)
spot rate. |
–
|
constant.
|
|
•
|
in the form of stock-index put warrants, entitling their owners to receive from UTC the stock-index cash settlement value in cash in U.S. dollars, which amount will be determined by reference to the amount, if any, by which the exercise price exceeds the index value at the time of exercise; and
|
•
|
in the form of stock-index call warrants, entitling their owners to receive from UTC the stock-index cash settlement value in cash in U.S. dollars, which amount will be determined by reference to the amount, if any, by which the index value at the time of exercise exceeds the exercise price.
|
•
|
the aggregate amount of the stock-index warrants;
|
•
|
the initial offering price of the stock-index warrants;
|
•
|
the stock index for the stock-index warrants, which may be based on one or more U.S. or foreign stocks or a combination of U.S. or foreign stocks and may be a preexisting U.S. or foreign stock index compiled and published by a third party or an index based on one or more underlying stock or stocks selected by UTC solely in connection with the issuance of the stock-index warrants, and specified information regarding the stock index and the underlying stock or stocks;
|
•
|
whether the stock-index warrants are puts, calls or otherwise;
|
•
|
the date on which the right to exercise the stock-index warrants commences and the date on which this right expires;
|
•
|
the manner in which the stock-index warrants may be exercised;
|
•
|
the maximum number, if any, of the stock-index warrants that may, subject to UTC’s election, be exercised by all owners (or by any person or entity) on any day;
|
•
|
any provisions for the automatic exercise of the stock-index warrants other than at expiration;
|
•
|
the method of providing for a substitute index or otherwise determining the amount payable in connection with the exercise of the stock-index warrants if the stock index changes or ceases to be made available by its publisher, which determination will be made by an independent expert;
|
•
|
if applicable, a discussion of United States federal income tax, accounting or other considerations applicable to the stock-index warrants;
|
•
|
any provisions permitting an owner to condition an exercise notice on the absence of specified changes in the index value after the exercise date; and
|
•
|
any other terms of the stock-index warrants.
|
•
|
all of our debts and other liabilities; and
|
•
|
any amounts we may owe to the holders of our preferred stock.
|
•
|
restricting dividends on the common stock;
|
•
|
diluting the voting power of the common stock;
|
•
|
impairing the liquidation rights of the common stock; or
|
•
|
delaying or preventing a change in control of UTC without further action by the stockholders.
|
•
|
a merger or consolidation with an interested stockholder;
|
•
|
the sale or other disposition of assets having a fair market value of $25,000,000 or more to an interested stockholder;
|
•
|
the issuance or transfer of securities having an aggregate fair market value of $25,000,000 or more by UTC or any subsidiary of UTC to an interested stockholder;
|
•
|
the adoption of a plan of liquidation or dissolution proposed by or on behalf of an interested stockholder; and
|
•
|
any reclassification of securities, recapitalization or other transaction which increases, directly or indirectly, the proportionate share holdings of an interested stockholder.
|
•
|
how it handles payments and notices with respect to the securities;
|
•
|
whether it imposes fees or charges;
|
•
|
how it handles voting, if applicable;
|
•
|
how and when you should notify it to exercise on your behalf any rights or options that may exist under the securities;
|
•
|
whether and how you can instruct it to send you securities registered in your own name so you can be a direct holder as described below; and
|
•
|
how it would pursue rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests.
|
•
|
DTC notifies us that it is unwilling or unable to continue as depositary for that global security or if at any time DTC ceases to be a “clearing agency” registered under the Exchange Act and we are unable to find a qualified replacement for DTC within 90 days;
|
•
|
We in our sole discretion determine to allow that global security to be exchangeable for definitive securities in registered form; or
|
•
|
Any event has occurred and is continuing, which after notice or lapse of time, would become an event of default with respect to those securities. (Defaults are discussed earlier under “Description of Debt Securities—Events of Default.”)
|
•
|
to or through underwriters or dealers;
|
•
|
directly to a limited number of purchasers or to a single purchaser; or
|
•
|
through agents.
|
•
|
the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them;
|
•
|
the initial public offering price of the securities and the proceeds to UTC and any discounts, commissions or concessions allowed or reallowed or paid to dealers; and
|
•
|
any securities exchanges on which the securities may be listed.
|
•
|
Annual Report on Form 10-K for the year ended December 31, 2018, as amended by Amendment No. 1 on Form 10-K/A for the year ended December 31, 2018.
|
•
|
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019.
|
•
|
Current Reports on Form 8-K or 8-K/A filed on November 27, 2018, December 21, 2018, May 2, 2019, June 3, 2019, June 10, 2019, June 12, 2019, June 25, 2019, September 5, 2019 (Item 8.01 only) and September 27, 2019.
|
•
|
Definitive Proxy Statement on Schedule 14A filed on March 18, 2019 pursuant to Section 14 of the Securities Exchange Act of 1934, as amended.
|
•
|
The information included within the Joint Proxy Statement/Prospectus, which is part of the Registration Statement on Form S-4 (File No. 333-232696) initially filed by us with the SEC on July 17, 2019, as amended on August 15, 2019 and September 4, 2019, and declared effective on September 9, 2019, set forth under the headings “Description of Capital Stock of the Combined Company,” “Comparison of the Rights of UTC Shareowners and Raytheon Stockholders,” “Selected Unaudited Pro Forma Combined Financial Information,” “Comparative Historical and Unaudited Pro Forma Per Share Data,” “Unaudited Pro Forma Combined Financial Information,” and “Notes to Unaudited Pro Forma Combined Financial Information.”
|
BofA Securities
|
| |
Citigroup
|
| |
Deutsche Bank Securities
|
| |
J.P. Morgan
|
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BNP PARIBAS
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Goldman Sachs & Co. LLC
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Mizuho Securities
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Morgan Stanley
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SMBC Nikko
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ANZ Securities
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BNY Mellon Capital Markets, LLC
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Credit Agricole CIB
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Credit Suisse
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RBC Capital Markets
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Scotiabank
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UniCredit Capital Markets
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US Bancorp
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1 Year United Technologies Chart |
1 Month United Technologies Chart |
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