Otis Announces Pricing Of Euro-Denominated Notes
Otis Worldwide Corporation (NYSE: OTIS) has priced an offering of €500 million of 0.000% notes due 2023, €600 million of 0.318% notes due 2026, and €500 million of 0.934% notes due 2031, set to close on November 12, 2021. The net proceeds will be allocated towards acquiring shares of Zardoya Otis, S.A. The offering is guaranteed by Otis on an unsecured and unsubordinated basis and conducted under a shelf registration statement with the SEC.
- €1.6 billion raised through the notes offering
- The purpose of the offering includes acquiring a stake in Zardoya, which may introduce integration risks.
- The offering's reliance on market conditions poses potential financial risks.
FARMINGTON, Conn., Nov. 4, 2021 /PRNewswire/ -- Otis Worldwide Corporation ("Otis") (NYSE: OTIS) announced that its indirect wholly-owned subsidiary, Highland Holdings S.à r.l. (the "Issuer"), a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, has successfully priced an offering of
The offering is expected to close on November 12, 2021, subject to customary closing conditions. Each series of notes will be fully and unconditionally guaranteed on an unsecured, unsubordinated basis by Otis. Net proceeds from the offering will be used to acquire shares of Zardoya Otis, S.A. ("Zardoya"), whether pursuant to the all-cash voluntary tender offer (the "Tender Offer") commenced by Otis' wholly-owned subsidiary, Opal Spanish Holdings, S.A.U., or otherwise, and to pay fees and expenses in connection therewith.
The offering is being made under an effective shelf registration statement on file with the Securities and Exchange Commission. This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. The offering of notes may be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov or by contacting:
- Morgan Stanley & Co. International plc at 1-866-718-1649 or by email at prospectus@morganstanley.com;
- HSBC Continental Europe by telephone at 1-866-811-8049; or
- J.P. Morgan AG at +33 1 40 15 45 26.
Otis Worldwide Corporation, based in Farmington, Connecticut, is the world's leading elevator and escalator manufacturing, installation and service company.
Manufacturer target market (MiFID II product governance/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs/UK PRIIPs key information document has been prepared as the notes are not available to retail investors in the EEA and the United Kingdom.
This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Cautionary Statement
This communication and other materials Otis and Highland have filed or will file with the SEC contain or incorporate by reference statements which, to the extent they are not statements of historical or present fact, constitute "forward-looking statements" under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management's current expectations or plans for Otis' 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," "outlook," "confident," "goals" and other words of similar meaning in connection with a discussion of future operating or financial performance, the Tender Offer and Otis' separation from United Technologies Corporation (the "Separation"). Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, dividends, share repurchases, tax rates, R&D spend, credit ratings, net indebtedness and other measures of financial performance or potential future plans, strategies or transactions of Otis following the Separation or in connection with the Tender Offer, including the estimated costs associated with the Separation and the Tender Offer and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, Otis claims the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation: (1) the effect of economic conditions in the industries and markets in which Otis and its businesses operate in the United States and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end-market demand in construction, the impact of weather conditions, pandemic health issues (including Covid-19 and its effects, among other things, on global supply, demand, and distribution disruptions as the coronavirus outbreak continues and results in an increasingly prolonged period of travel, commercial and/or other similar restrictions and limitations), natural disasters and the financial condition of Otis' customers and suppliers; (2) challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies and new products and services; (3) future levels of indebtedness, including as a result of the Tender Offer, capital spending and research and development spending; (4) future availability of credit and factors that may affect such availability, including in connection with the financing of the Tender Offer and credit market conditions in the United States and other countries in which Otis and its businesses operate and Otis' capital structure; (5) the timing and scope of future repurchases of Otis' common stock ("Common Stock"), which may be suspended at any time due to various factors, including market conditions and the level of other investing activities and uses of cash; (6) fluctuations in prices and delays and disruption in delivery of materials and services from suppliers; (7) cost reduction or containment actions, restructuring costs and related savings and other consequences thereof; (8) new business and investment opportunities; (9) the anticipated benefits of moving away from diversification and balance of operations across product lines, regions and industries; (10) the outcome of legal proceedings, investigations and other contingencies; (11) pension plan assumptions and future contributions; (12) the impact of the negotiation of collective bargaining agreements and labor disputes; (13) the effect of changes in political conditions in the United States, including the new U.S. administration, and other countries in which Otis and its businesses operate, including China's response to the new U.S. administration and the United Kingdom's recent withdrawal from the European Union, on general market conditions, global trade policies and currency exchange rates in the near term and beyond; (14) the effect of changes in tax, environmental, regulatory (including among other things import/export) and other laws and regulations in the United States and other countries in which Otis and its businesses operate, including changes as a result of the new U.S. Administration; (15) the ability of Otis to retain and hire key personnel; (16) the scope, nature, impact or timing of acquisition and divestiture activity, including among other things integration of acquired businesses into existing businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs; (17) the timing of closing, if any, of the Tender Offer and the expected benefits of the Tender Offer and the timing thereof; (18) the expected benefits of the Separation and the timing thereof; (19) a determination by the Internal Revenue Service and other tax authorities that the distribution or certain related transactions should be treated as taxable transactions; (20) the risk that dis-synergy costs, costs of restructuring transactions and other costs incurred in connection with the Separation will exceed Otis' estimates; and (21) the impact of the Separation on Otis' businesses, resources, systems, procedures and controls, diversion of management's attention and the impact on relationships with customers, suppliers, employees and other business counterparties.
For additional information on identifying factors that may cause actual results to vary from those stated in forward-looking statements, see Otis' registration statements on Form 10 and Form S-3 and the reports of Otis on Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC from time to time. Any forward-looking statement speaks only as of the date on which it is made, and Otis assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
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SOURCE Otis Worldwide Corporation
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