8-KOther EventsExhibits & Filings

RTX Corp 8-K Report, Corporate Update (Apr 14, 2015)

Filed April 14, 2015For Securities:RTX

Summary

This Form 8-K filing from United Technologies Corporation (UTC), dated April 14, 2015, primarily announces the company's intent to conduct an optional remarketing of its previously issued 1.55% junior subordinated notes due August 1, 2022. These notes are part of "Equity Units" issued in June 2012, which also include a stock purchase contract obligating holders to purchase UTC common stock on August 3, 2015. The remarketing, if undertaken, would aim to sell these notes between April 29, 2015, and July 15, 2015, offering holders the option to participate. This action is significant as it relates to UTC's outstanding debt and its ongoing capital structure management, potentially altering the terms or holders of a portion of its subordinated debt prior to the August 2015 stock purchase obligation.

Key Highlights

  • 1United Technologies Corporation (UTC) announces intent to conduct an optional remarketing of its 1.55% junior subordinated notes due August 1, 2022.
  • 2The notes are part of Equity Units issued in June 2012, which also include a stock purchase contract for UTC common stock.
  • 3The remarketing period is proposed to be between April 29, 2015, and July 15, 2015.
  • 4Holders of the notes and Equity Units have the option to participate in the remarketing.
  • 5This filing details the process and conditions under which the remarketing will occur, subject to a Remarketing Agreement dated April 9, 2015.
  • 6The underlying stock purchase contracts obligate holders to purchase UTC common stock on August 3, 2015, irrespective of the remarketing outcome for the notes.
  • 7The company is providing notification to holders and relevant agents regarding this potential debt transaction.

Frequently Asked Questions

The main purpose of this filing is to inform investors and holders of specific debt instruments that United Technologies Corporation intends to conduct an optional remarketing of its 1.55% junior subordinated notes due August 1, 2022. This is related to a larger debt and equity unit issuance from 2012.

The Equity Units issued in 2012 consist of a stock purchase contract (requiring holders to buy UTC stock in August 2015) and a 1.55% junior subordinated note. The company's intent is to potentially remarket (resell) the notes portion of these units during a specific window in 2015.

No, the remarketing of the notes does not affect the stock purchase obligation. Holders are still obligated to purchase UTC common stock on August 3, 2015, as per the terms of the original stock purchase contracts, regardless of whether they participate in or are affected by the note remarketing.

The remarketing is planned to occur between April 29, 2015, and July 15, 2015. Holders and beneficial owners of the notes and Equity Units can elect to participate in the optional remarketing, subject to the terms outlined in the Remarketing Agreement and by notifying the relevant parties as instructed.