United Tech makes biggest bet ever on Goodrich

Thu Sep 22, 2011 1:33pm EDT

PZL Mielec plant workers assemble a Black Hawk S-70i helicopter cabin in Mielec, March 11, 2010. REUTERS/Kacper Pempel

PZL Mielec plant workers assemble a Black Hawk S-70i helicopter cabin in Mielec, March 11, 2010.

Credit: Reuters/Kacper Pempel

(Reuters) - United Technologies Corp's (UTX.N) Louis Chenevert placed the biggest bet of his tenure as chief executive with a $16.5 billion cash deal for aircraft components maker Goodrich Corp GR.N.

It would be the largest acquisition ever for United Tech, boosting the diversified U.S. manufacturer's presence in the civilian aerospace market. The company, worth $69 billion on the stock market, expects to issue $4.6 billion in new shares and take on about $15 billion in debt to fund the deal.

Goodrich had been on United Tech's radar since the time of Chenevert's predecessor as CEO, George David. Talks between Chenevert and Goodrich CEO Marshall Larsen began more than a year ago, Chenevert said.

"There was no other property that offered the opportunities that Goodrich offers," the Canada-born executive told Reuters in an interview on Thursday.

He dismissed reports that Hartford, Connecticut-based United Tech had considered other targets in the sector, including Rockwell Collins Inc (COL.N). "These other businesses are totally different than what we do. This one happens to do complementary products and systems," he said.

Commercial aviation is expected to be a growth market in coming years, driven in part by strong demand in developing parts of Asia. Goodrich parts are used on Boeing Co's (BA.N) 787 Dreamliner and Airbus' A320neo.

The deal comes at a time when governments in the United States and Western Europe are preparing to cut military spending amid broad budget crunches. Those cutbacks could prompt a new wave of consolidation in the defense sector, with General Electric Co (GE.N) and Honeywell International Inc (HON.N) seen as possible buyers.

SHARES DIVERGE

United Tech shares were down 8.3 percent on Thursday. Goodrich, which had already run up 26.6 percent since Reuters first reported United Tech was on the prowl last week, gained another 10.2 percent, the day's biggest gainer on the New York Stock Exchange.

Chenevert said he paid little attention to a one-day share slide.

"The market is what the market is going to be today," he said. "I did this deal because in 10 years, 20 years from now, it (will have been) absolutely the right thing to do."

United Tech will merge its Hamilton Sundstrand aircraft electronics arm into Goodrich and call the new division United Technologies Aerospace Systems, with Larsen at the helm.

Together, the companies will generate $66 billion in revenue this year, though the deal is not expected to close until mid-2012 and may not boost United Tech's earnings for another two years after that.

United Tech will assume $1.9 billion of Goodrich debt.

If successful, the deal will be United Tech's largest acquisition ever. In 2000 it made a $36 billion offer for Honeywell but was outbid by General Electric Co (GE.N). The GE-Honeywell combination was ultimately nixed by European regulators.

CUTTING BACK FUTURE SPENDING

United Tech, the world's largest maker of elevators and air conditioners, said it would throttle back on other spending for the next few years as it digests the Goodrich deal.

"We are going to minimize our M&A pool for the next couple years," Chenevert said.

It also plans to freeze share buybacks through 2012, resuming them on a limited basis in 2013 and 2014, and will cut its typical takeover budget to $1 billion a year from $2 billion. Chief Financial Officer Greg Hayes said those moves were necessary to protect the company's "A" credit rating, which he views as "sacrosanct."

The company believes it will be able to generate $350 million to $400 million a year in cost savings through the combination with Goodrich, Hayes said.

"This may result in a negative credit ratings outlook, but we do not expect a downgrade or material increase in interest expense," Jeff Sprague of Vertical Research Partners wrote in a note to clients.

JPMorgan Chase & Co (JPM.N) is leading a $15 billion loan package to fund the deal, with Goldman Sachs Group Inc (GS.N) also involved.

United Tech shares were down $6.15 to $68.72 at midday, and Goodrich rose $11.20 to $120.69.

(Reporting by Scott Malone in Boston, editing by Dave Zimmerman, Derek Caney and John Wallace)

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