XML 37 R22.htm IDEA: XBRL DOCUMENT v2.4.0.6
Note 17: Subsequent Events
6 Months Ended
Jun. 30, 2012
Notes to Condensed Consolidated Financial Statements [Abstract]  
Subsequent Events [Text Block]

Note 17: Subsequent Events

 

On July 23, 2012, we announced an agreement to sell Rocketdyne to GenCorp for $550 million. The transaction is expected to close in the first quarter of 2013. Proceeds from the sale will be used to repay a portion of the short-term debt incurred to finance the acquisition of Goodrich. The sale is subject to customary closing conditions, including regulatory approvals.

 

On July 25, 2012, we announced an agreement to sell the Hamilton Sundstrand Industrial businesses to BC Partners and The Carlyle Group for $3.46 billion. The sale is expected to close before the end of the year and the proceeds from the sale will be used to repay a portion of the short-term debt incurred to finance the acquisition of Goodrich. The sale is subject to customary closing conditions, including regulatory approvals.

 

On July 26, 2012, we completed the acquisition of Goodrich, a global supplier of systems and services to the aerospace and defense industry with 2011 sales of $8.1 billion. Goodrich products include aircraft nacelles and interior systems, actuation and landing systems, and electronic systems. Under the terms of the agreement, Goodrich shareholders received $127.50 in cash for each share of Goodrich common stock they owned on July 26, 2012. This equates to a total estimated enterprise value of $18.2 billion, including $1.7 billion in net debt assumed. Goodrich will be combined with Hamilton Sundstrand to form a new segment named UTC Aerospace Systems. This segment and our Pratt & Whitney segment will be separately reportable segments although they will both be included within the UTC Propulsion & Aerospace Systems organizational structure. Additional disclosures relating to the purchase price allocation will be provided in our third quarter Form 10-Q.

 

To finance the cash consideration for the Goodrich acquisition and pay related fees, expenses and other amounts due and payable, we utilized the previously disclosed net proceeds of approximately $9.7 billion from the $9.8 billion of long-term notes issued on June 1, 2012 and the net proceeds of approximately $1.1 billion from the Equity Units issued on June 18, 2012, as well as $3.2 billion from the issuance of commercial paper during July 2012 and $2.0 billion of proceeds borrowed on our April 24, 2012 term loan credit agreement on July 26, 2012. For the remainder of the cash consideration, we also utilized approximately $0.5 billion of cash and cash equivalents generated from operating activities. On July 26, 2012 we terminated our bridge credit agreement entered into on November 8, 2011 after completing the Goodrich acquisition financing.

 

Since these transactions occurred subsequent to the end of the second quarter of 2012, the effects of these transactions are not reflected in the condensed consolidated statement of comprehensive income, statement of cash flows, or balance sheet as of or for the quarter or six months ended June 30, 2012.