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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/31/20 Otis Worldwide Corp S-4 6:10M Broadridge Fin’l So… Inc |
Document/Exhibit Description Pages Size 1: S-4 Registration of Securities Issued in a HTML 585K Business-Combination Transaction 2: EX-5.1 Opinion of Counsel re: Legality HTML 15K 4: EX-23.1 Consent of Experts or Counsel HTML 6K 5: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 37K or T-2 6: EX-99.1 Miscellaneous Exhibit HTML 111K 3: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 6K
Delaware | | | 3600 | | | 83-3789412 |
(State
or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (IRS Employer Identification Number) |
Large
accelerated filer ☒ | | | Accelerated filer ☐ |
Non-accelerated filer ☐ | | | Smaller
reporting company ☐ |
| | Emerging growth company ☐ |
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | | | ☐ |
Exchange
Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) | | | ☐ |
Title
of Each Class of Securities to Be Registered | | | Amount to Be Registered | | | Proposed
Maximum Offering Price Per Unit | | | Proposed Maximum Aggregate Offering Price | | | Amount
of Registration Fee(1) |
2.056% NOTES DUE 2025 | | | $1,300,000,000 | | | 100% | | | $1,300,000,000 | | | $168,740.00 |
2.293%
NOTES DUE 2027 | | | $500,000,000 | | | 100% | | | $500,000,000 | | | $64,900.00 |
2.565%
NOTES DUE 2030 | | | $1,500,000,000 | | | 100% | | | $1,500,000,000 | | | $194,700.00 |
3.112%
NOTES DUE 2040 | | | $750,000,000 | | | 100% | | | $750,000,000 | | | $97,350.00 |
3.362%
NOTES DUE 2050 | | | $750,000,000 | | | 100% | | | $750,000,000 | | | $97,350.00 |
FLOATING
RATE NOTES DUE 2023 | | | $500,000,000 | | | 100% | | | $500,000,000 | | | $64,900.00 |
TOTAL | | | $5,300,000,000 | | | 100% | | | $5,300,000,000 | | | $687,940.00 |
(1) | Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended. |
| New
Notes | | | Old Notes | |
| $1,300,000,000 2.056% Notes due
2025 | | | $1,300,000,000 2.056% Notes due 2025 | |
| $500,000,000
2.293% Notes due 2027 | | | $500,000,000 2.293% Notes due 2027 | |
| $1,500,000,000
2.565% Notes due 2030 | | | $1,500,000,000 2.565% Notes due 2030 | |
| $750,000,000
3.112% Notes due 2040 | | | $750,000,000 3.112% Notes due 2040 | |
| $750,000,000
3.362% Notes due 2050 | | | $750,000,000 3.362% Notes due 2050 | |
| $500,000,000
Floating Rate Notes due 2023 | | | $500,000,000 Floating Rate Notes due 2023 | |
1. | up to $1,300,000,000 2.056% Notes due 2025 (the “Old 5-Year Notes”) for a like principal amount of 2.056% Notes due 2025, the offer of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange 5-Year Notes”); |
2. | up to $500,000,000 2.293% Notes due 2027 (the “Old 7-Year Notes”) for a like principal amount of 2.293% Notes due 2027, the offer of which has been registered under the Securities
Act (the “Exchange 7-Year Notes”); |
3. | up to $1,500,000,000 2.565% Notes due 2030 (the “Old 10-Year Notes”) for a like principal amount of 2.565% Notes due 2030, the offer of which has been registered under the Securities Act (the “Exchange 10-Year Notes”); |
4. | up to $750,000,000 3.112% Notes due 2040 (the “Old 20-Year Notes”) for a like principal amount of 3.112% Notes due 2040, the offer of which has been registered under the Securities Act (the “Exchange 20-Year Notes”); |
5. | up
to $750,000,000 3.362% Notes due 2050 (the “Old 30-Year Notes,” and together with the Old 5-Year Notes, Old 7-Year Notes, Old 10-Year Notes and the Old 20-Year Notes, the “Old Fixed Rate Notes”) for a like principal amount of 3.362% Notes due 2050, the offer of which has been registered under the Securities Act (“Exchange 30-Year Notes” and together with the Exchange 5-Year Notes, the Exchange 7-Year Notes, the Exchange 10-Year Notes and the Exchange 20-Year Notes, the “Exchange Fixed Rate Notes”); and |
6. | up to $500,000,000 Floating Rate Notes due 2023 (the “Old Floating Rate Notes” and, together with the Old Fixed-Rate notes, the “Old Notes”) for a like principal amount of Floating Rate Notes due 2023, the offer of which has been registered under the Securities Act (the
“Exchange Floating Rate Notes” and together with the Exchange Fixed Rate Notes, the “Exchange Notes” and together with the Old Notes any additional notes that Otis may issue from time to time under the Indenture, the “Notes”). |
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• | the effect of economic conditions in the industries and
markets in which Otis and its businesses operate in the U.S. 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; |
• | challenges in the development, production, delivery, support, performance and realization of the anticipated benefits of advanced technologies
and new products and services; |
• | future levels of indebtedness, capital spending and research and development spending; |
• | future availability of credit and factors that may affect such availability, including credit market conditions and Otis’ capital structure; |
• | the timing and scope of future repurchases of Otis’ 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; |
• | delays
and disruption in delivery of materials and services from suppliers; |
• | cost reduction or containment actions, restructuring costs and related savings and other consequences thereof; |
• | new business and investment opportunities; |
• | the anticipated benefits of moving away from diversification and balance of operations across product lines, regions and industries; |
• | the
outcome of legal proceedings, investigations and other contingencies; |
• | pension plan assumptions and future contributions; |
• | the impact of the negotiation of collective bargaining agreements and labor disputes; |
• | the effect of changes in political conditions in the U.S. and other countries in which Otis and its businesses operate, including the effect of changes in U.S. trade policies or the United Kingdom’s withdrawal from the European Union, on general market conditions, global trade policies and
currency exchange rates in the near term and beyond; |
• | the effect of changes in tax, environmental, regulatory (including among other things import/export) and other laws and regulations in the U.S. and other countries in which Otis and its businesses operate; |
• | the ability of Otis to retain and hire key personnel; |
• | 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; |
• | the expected benefits of the Separation; |
• | a determination by the Internal Revenue Service and other tax authorities that the Distribution (as defined below) or certain related transactions should be treated as taxable transactions; |
• | risks
associated with indebtedness incurred as a result of financing transactions undertaken in connection with the Separation; |
• | the risk that dis-synergy costs, costs of restructuring transactions and other costs incurred in connection with the Separation will exceed Otis’ estimates; and |
• | the impact of the Separation on Otis’ businesses and Otis’ resources, systems, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties. |
• | the unregistered Old 5-Year Notes for a like principal amount of the Exchange 5-Year Notes; |
• | the unregistered
Old 7-Year Notes for a like principal amount of the Exchange 7-Year Notes; |
• | the unregistered Old 10-Year Notes for a like principal amount of the Exchange 10-Year Notes; |
• | the unregistered Old 20-Year Notes for a like principal amount of the Exchange 20-Year Notes; |
• | the unregistered Old 30-Year Notes for a like principal amount of the Exchange 30-Year Notes; and |
• | the
unregistered Old Floating Rate Notes for a like principal amount of the Exchange Floating Rate Notes. |
• | are acquiring the Exchange Notes in the ordinary course of business; |
• | have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in a distribution of the Exchange Notes; and |
• | you
are not an “affiliate” of Otis, as defined in Rule 405 of the Securities Act. |
• | is
Otis’ affiliate; |
• | does not acquire the Exchange Notes in the ordinary course of its business; or |
• | cannot rely on the position of the staff of the SEC expressed in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters; |
• | the
exchange offers do not violate applicable law or applicable interpretations of the staff of the SEC; and |
• | there is no action or proceeding instituted or threatened in any court or by any governmental agency with respect to these exchange offers, which, in Otis’ judgment, could reasonably be expected to impair Otis’ ability to proceed with the exchange offers. |
• | any Exchange Notes that you receive will be acquired in the ordinary course of their business; |
• | you have no arrangement or understanding with any person or entity to participate in the distribution of the Exchange Notes; |
• | if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Old Notes that were
acquired as a result of market-making activities, that you will deliver a prospectus, as required by law, in connection with any resale of the Exchange Notes; and |
• | you are not an “affiliate” of Otis as defined in Rule 405 under the Securities Act. |
• | rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness, liabilities and other obligations; |
• | rank senior in right of payment to all of our future indebtedness that is subordinated to the Exchange Notes; |
• | be effectively subordinated in right of payment to all of our future secured indebtedness, to the extent of the value of the assets securing such indebtedness; and |
• | be
structurally subordinated in right of payment to all existing and future indebtedness, liabilities and other obligations of each of our subsidiaries. |
• | 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. |
• | to delay accepting for exchange any Old Notes due to an extension of the relevant exchange offer(s); |
• | to extend any
of the exchange offers or to terminate any of the exchange offers and to refuse to accept applicable Old Notes not previously accepted if any of the conditions set forth below under “Conditions to the Exchange Offers” have not been satisfied by giving written notice of such extension or termination to the exchange agent; or |
• | subject to the terms of the Registration Rights Agreement, to amend the terms of the exchange offers in any manner. |
• | such exchange offer would violate applicable law or any applicable interpretation of the staff of the SEC; or |
• | any action or proceeding has been instituted or threatened in any court or by any governmental agency with respect to such exchange offer. |
• | transmit a properly completed and duly executed letter
of transmittal, including all other documents required by the letter of transmittal, to the Exchange Agent, at the address listed below under the heading “Exchange Agent;” or |
• | if Old Notes are tendered in accordance with the book-entry procedures described below, the tendering holder must transmit an agent’s message (described below) to the Exchange Agent. |
• | by a registered holder of the Old Notes that has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or |
• | for the account of an “eligible institution.” |
• | it is not an affiliate of ours or, if an affiliate of ours, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes; |
• | the Exchange Notes will be acquired in the ordinary course of its business; |
• | it is not participating, does not intend to participate, and has no arrangement
or understanding with anyone to participate, in the distribution (within the meaning of the Securities Act) of the Exchange Notes; |
• | it is not a broker-dealer that purchased any of the Old Notes from us or any of our affiliates for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and |
• | if such holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus (or to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale
of such Exchange Notes. See “Plan of Distribution.” |
• | a book-entry confirmation of the deposit of the Old Notes into the Exchange Agent’s account at the book-entry transfer facility; |
• | a properly completed and duly executed letter of transmittal or a transmitted agent’s message; and |
• | all other required documents. |
• | Otis
determines that the exchange offers are not available under applicable law or if applicable interpretations of the staff of the SEC do not permit Otis to effect the exchange offer; |
• | for any reason, Otis does not consummate the exchange offers by the February 21, 2021; or |
• | in certain limited circumstances, if Otis receives a written request from any initial purchaser representing that it holds Old Notes that are or were ineligible to be exchanged in any such exchange offers, Otis shall use its commercially reasonable efforts to cause to become effective a shelf registration statement providing for the sale of all the
registrable securities of such series by the holders thereof. |
• | 100% of the principal amount of the Exchange Fixed Rate Notes to be redeemed, and |
• | the sum of the Remaining Scheduled Payments of the Exchange Fixed Rate Notes to be redeemed from the redemption date to the Par Call Date of such series of Exchange Fixed Rate Notes discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus the number of basis points set forth
below under the heading “Make-Whole Basis Points” across from the name of such series of Exchange Fixed Rate Notes, |
| Series
of Notes | | | Make-Whole Basis Points | |
| Exchange
5-Year Notes | | | +10 basis points | |
| Exchange
7-Year Notes | | | +15 basis points | |
| Exchange
10-Year Notes | | | +15 basis points | |
| Exchange
20-Year Notes | | | +20 basis points | |
| Exchange
30-Year Notes | | | +25 basis points | |
| Series
of Notes | | | Par Call Date | |
| Exchange
5-Year Notes | | | March 5, 2025 (1 month prior to the stated maturity of such Notes) | |
| Exchange
7-Year Notes | | | February 5, 2027 (2 months prior to the stated maturity of such Notes) | |
| Exchange
10-Year Notes | | | November 15, 2029 (3 months prior to the stated maturity of such Notes) | |
| Exchange
20-Year Notes | | | August 15, 2039 (6 months prior to the stated maturity of such Notes) | |
| Exchange
30-Year Notes | | | August 15, 2049 (6 months prior to the stated maturity of such Notes) | |
• | accept
or cause a third party to accept for payment all the Exchange Notes of the applicable series properly tendered pursuant to the Change of Control Offer; |
• | deposit or cause a third party to deposit with the applicable paying agent an amount equal to the Change of Control Payment in respect of all the Exchange Notes of the applicable series properly tendered; and |
• | deliver or cause to be delivered to the Trustee the Exchange Notes of the applicable series properly accepted together with an officer’s certificate stating the aggregate principal amount of the Exchange Notes of each series being purchased. |
(a) | Liens on any property or assets of the Company or any subsidiary (including equity interests or Debt owned by the Company or any subsidiary) existing as of the date of the issuance of the Exchange Notes; |
(b) | Liens on any property or assets of, or on any equity interests or Debt of, any person existing at the time such person becomes a Wholly-Owned Domestic Manufacturing
Subsidiary, or arising thereafter (i) otherwise than in connection with the borrowing of money arranged thereafter and (ii) pursuant to contractual commitments entered into prior to and not in contemplation of such person’s becoming a Wholly-Owned Domestic Manufacturing Subsidiary; |
(c) | Liens on any property or assets or equity interests or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) or securing the payment of all or any part of the purchase price or construction cost thereof or securing any Debt incurred prior to, at the time of or within 120 days after, the acquisition of such property or assets or equity interests or Debt or the completion of any such construction, whichever is later, for the purpose of financing all or any part of the purchase
price or construction cost thereof (provided that such Liens are limited to such equity interests or Debt or such other property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); |
(d) | Liens on any property or assets to secure all or any part of the cost of development, operation, construction, alteration, repair or improvement of all or any part of such property or assets, or to secure Debt incurred prior to, at the time of or within 120 days after, the completion of such development, operation, construction, alteration, repair or improvement, whichever is later, for the purpose of financing all or any part of such cost (provided that
such Liens are limited to such property or assets, improvements thereon and the land upon which such property, assets and improvements are located and any other property or assets not then constituting a Principal Property); |
(e) | Liens which secure Debt owing by a subsidiary to the Company or to a Wholly-Owned Domestic Manufacturing Subsidiary; |
(f) | Liens arising from the assignment of moneys due and to become due under contracts between the
Company or any subsidiary and the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof; or Liens in favor of the United States of America, any State, Commonwealth, Territory or possession thereof or any agency, department, instrumentality or political subdivision of any thereof, pursuant to the provisions of any contract not directly or indirectly in connection with securing Debt; |
(g) | any materialmen’s, carriers’, mechanics’, workmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations which are not overdue or which are being contested in good faith by appropriate
proceedings; any deposit or pledge as security for the performance of any bid, tender, contract, lease, or undertaking not directly or indirectly in connection with the securing of Debt; any deposit or pledge with any governmental agency required or permitted to qualify the Company or any subsidiary to conduct business, to maintain self-insurance or to obtain the benefits of any law pertaining to workmen’s compensation, unemployment insurance, old age pensions, social security or similar matters, or to obtain any stay or discharge in any legal or administrative proceedings; deposits or pledges to obtain the release of mechanics’, workmen’s, repairmen’s, materialmen’s or warehousemen’s Liens or the release of property in the possession of a common carrier; any security interest created in connection
with the sale, discount or guarantee of notes, chattel mortgages, leases, accounts receivable, trade acceptances or other paper, or contingent repurchase obligations, arising out of sales of merchandise in the ordinary course of business; Liens for Taxes levied or imposed upon the Company or any Wholly-Owned Domestic Manufacturing Subsidiary or upon the income, profits or property of the Company or any Wholly-Owned Domestic Manufacturing Subsidiary or Liens on any Principal Property of the Company or any Wholly-Owned Domestic Manufacturing Subsidiary arising from claims from labor, materials or supplies; provided that either such Tax is not overdue or that the amount, applicability or validity
of such Tax or claim is being contested in good faith by appropriate proceedings; or other deposits or pledges similar to those referred to in this subdivision (g); |
(h) | Liens arising by reason of any judgment, decree or order of any court, so long as any appropriate legal proceedings which may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or so long as the period within which such proceedings may be initiated shall not have expired; any deposit or pledge with any surety company or clerk of any court, or in escrow, as collateral in connection with, or in lieu of, any bond on appeal from any judgment or decree against the Company or any subsidiary, or in connection with
other proceedings or actions at law or in equity by or against the Company or any subsidiary; and |
(i) | any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), as a whole or in part, of any of the Liens referred to in subdivisions (a) through (h) above or the Debt secured thereby; provided that (i) such extension, renewal, substitution or replacement Lien shall be limited to all or any part of the same property or assets or equity interests or Debt that secured the Lien extended, renewed, substituted or replaced (plus improvements on such
property, and plus any other property or assets not then constituting a Principal Property) and (ii) in the case of subdivisions (a) through (c) above, the Debt secured by such Lien at such time is not increased. |
(a) | the Attributable Debt of the Company and its Wholly-Owned Domestic Manufacturing Subsidiaries in respect of such sale and leaseback transaction and all other sale and leaseback transactions entered into after the date of the issuance of the Exchange Notes (other than such sale and leaseback transactions
as are permitted by the provisions described in the following paragraph), plus the aggregate principal amount of Debt secured by Liens on Principal Properties then outstanding (excluding any such Debt secured by Liens covered by the provisions described in subdivisions (a) through (i) of the first paragraph of the covenant described under the caption “Limitation upon Liens”) without equally and ratably securing the Exchange Notes, would not exceed 10% of Consolidated Net Total Assets, or |
(b) | the Company, within 365 days after the sale or transfer, applies or causes a Wholly-Owned Domestic Manufacturing Subsidiary to apply an amount equal to the greater of the net proceeds of such sale or |
(a) | the
person formed by the consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of the Company is a person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, the Company’s obligation for the due and punctual payment of the principal of (and premium,
if any) and interest on all the Notes and the performance of every covenant of the Indenture on the part of the Company to be performed or observed; |
(b) | immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and |
(c) | the Company has delivered to the Trustee
an officer’s certificate and an opinion of counsel, each stating that the consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with the covenant described in this section. |
(a) | default in the payment of any interest upon any Note of that series when it becomes due and payable, and continuance of the default for a period of 30 days; |
(b) | default in the payment of the principal of (or premium, if any, on) any Note of that series at its Maturity; |
(c) | default
in the performance, or breach, of any covenant or warranty of the Company in the Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this section specifically dealt with or which has been expressly included in the Indenture for the benefit of one or more series of Notes other than that series), and continuance of that default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee
by the holders of at least 25% in principal amount of all affected Notes of any series issued under the Indenture then outstanding (taking such action as one class) (including any affected series of Exchange Notes) a written notice specifying the default or breach and requiring it to be remedied and stating that the notice is a “Notice of Default” under the Indenture; |
(d) | the entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking
reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable federal or state bankruptcy, insolvency, reorganization or similar law, or appointing a receiver, liquidator, assignee, |
(e) | the institution
by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or all or substantially all of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due. |
(a) | the
holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Exchange Notes of that series; |
(b) | the holders of not less than 25% in principal amount of the outstanding Exchange Notes of that series in the case of any Event of Default described in clause (a) or (b) of the definition of “Event of Default,” or, in the case of any Event of Default not described in clause (a) or (b) of the definition of “Event of Default,” the holders of not less than 25% in principal amount of all affected Notes of any series issued under the Indenture (including any affected series of the Exchange Notes) outstanding (making such request as one class), will have made written request
to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; |
(c) | the holder or holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; |
(d) | the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and |
(e) | no
direction inconsistent with the written request has been given to the Trustee during the 60-day period by the holders of not less than a majority in principal amount of the outstanding Exchange Notes of that series in the case of any Event of Default described in clause (a) or (b) of the definition of “Event of Default,” or, in the case of any Event of Default not described in clause (a) or (b) of the definition of “Event of Default,” by the holders of not less than a majority in principal amount of all affected Notes of any series issued under the Indenture (including any affected series of the Exchange Notes) outstanding (making the direction as one class); |
(a) | to evidence the succession of another person to the Company and provide for the assumption by a successor person of the Company’s obligations under the Indenture and the Notes, in each case in compliance with the provisions thereof; |
(b) | to
add to the covenants of the Company or to surrender any right or power conferred upon the Company in the Indenture; |
(c) | to add any additional Events of Default; |
(d) | to add to, change or eliminate any of the provisions of the Indenture; provided that any such addition, change or elimination
shall (i) neither (A) apply to any Notes of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of such provision nor (B) modify the rights of the holder of any such Note with respect to such provision or (ii) become effective only when there are no Notes of any series outstanding; |
(e) | to secure the Notes pursuant to the requirements of the covenant described under the caption “Limitation upon Liens” or otherwise; |
(f) | to establish the form or terms of the Notes of any series as permitted under the Indenture; |
(g) | to
evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Notes of one or more series and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one Trustee, pursuant to the requirements of the Indenture; |
(h) | to cure any ambiguity, to correct or supplement any provision under the Indenture which
may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising under the Indenture; provided such action will not adversely affect the interests of the holders of the Notes of any particular series in any material respect; |
(i) | to supplement any of the provisions of the Indenture to the extent as necessary to permit or facilitate the defeasance and/or discharge of any series of Notes pursuant to the Indenture; provided that
any such action does not adversely affect the interests of the holders of the Notes of that series or any other series of Notes in any material respect; |
(j) | to provide for the guarantee by any person of any series of previously issued and outstanding Notes; |
(k) | to add to the Indenture such provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture
Act as in effect at the date as of which the Indenture is executed or any corresponding provision in any similar federal statute thereafter enacted; |
(l) |
(m) | to conform the terms of the Indenture
and the Notes to any provision or other description of the Notes, as the case may be, contained in an offering document related thereto; |
(n) | to provide for the issuance of any additional securities under the Indenture; |
(o) | to comply with the rules of any applicable securities depositary; or |
(p) | to make any change in any series of Notes or to add to the Indenture such provisions that do not adversely affect in any material respect the interests of the holders of such Notes. |
(a) | change the stated maturity of the principal of, or any installment of interest on, any Note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon
the redemption thereof, or reduce the amount of the principal of an original issue discount security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to the Indenture or the amount thereof provable in bankruptcy pursuant to the Indenture, or change any Place of Payment where, or the coin, currency, currencies, currency units or composite currency in which, any Note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption or repayment at the option of the holder, on or after the redemption date or repayment date, as the case may be); |
(b) | reduce
the percentage in principal amount of the outstanding Notes of any series, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences) provided for in the Indenture; or |
(c) | modify (i) the requirements of the section of the Indenture described in this paragraph, (ii) provisions
with respect to waiving compliance with specified provisions of the Indenture or (iii) provisions with respect to waiving specified defaults, except to increase any applicable percentage or to provide that other specified provisions of this Indenture cannot be modified or waived without the consent of the holder of each outstanding Note affected thereby, provided that the provisions described in this clause will not be deemed to require the consent of any holder with respect to changes in the references to “the Trustee” and concomitant changes in the foregoing requirements and provisions with respect to waiving compliance with certain provisions of the Indenture, or the deletion
of the provision described in this proviso, in accordance with the requirements of the Indenture. |
(a) | either: |
(i) | all
Notes of the applicable series theretofore authenticated and delivered (other than Notes that have been mutilated, destroyed, lost or stolen and that have been replaced or paid as provided in the Indenture and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in the Indenture) have been cancelled or delivered to the Trustee for cancellation; or |
(ii) | all Notes of the applicable series not theretofore cancelled or delivered to the Trustee for cancellation: |
(1) | have become due and payable, or |
(2) | will become due and payable at their stated maturity within one year,
or |
(3) | are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, |
(b) | the Company has paid or caused to be paid all other sums payable under the Indenture by the Company in respect of the applicable series of Notes; and |
(c) | the Company has delivered to the Trustee an officer’s certificate and an opinion of counsel (as specified in the
Indenture). |
(a) | “defeasance”
means that the Company may elect to defease and be discharged from any and all obligations with respect to the applicable Notes except for the obligations to register the transfer or exchange of the applicable Notes, 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 applicable Notes and to hold moneys for payment in trust; |
(b) | “covenant defeasance” means that the Company may elect to be released from its obligations with respect to the applicable Notes that are described under the captions “Consolidation, Merger and Sale of Assets,”
“Existence,” “Limitation upon Liens,” “Limitations upon Sales and Leasebacks,” and any omission to comply with these obligations will not constitute a default or an Event of Default with respect to the applicable Notes. |
(1) | the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries
taken as a whole to any “person” (as that term is used in Section 13(d)(3)of the Securities Exchange Act of 1934, as amended) other than to the Company or one of its subsidiaries, and other than any such transaction or series of related transactions in which the holders of the Company’s Voting Stock outstanding immediately prior thereto hold Voting Stock of the transferee person representing a majority of the voting power of the transferee person’s Voting Stock immediately after giving effect thereto; |
(2) | the consummation of any transaction (including
without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) (other than the Company or one of its subsidiaries) becomes the “beneficial owner” (as defined in Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of the Company’s Voting Stock representing a majority of the voting power of the Company’s outstanding Voting Stock; |
(3) | the
Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock is converted into or exchanged for cash, securities or other property, other than any such transaction where the Company’s Voting Stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing a majority of the voting power of the Voting Stock of the surviving person (or its parent) immediately after giving effect to such transaction; or |
(4) | the
adoption by our shareholders of a plan relating to our liquidation or dissolution. |
• | upon deposit of each global note with DTC’s custodian, DTC will credit portions of the principal
amount of the global note to the accounts of the DTC participants designated by the initial purchasers; and |
• | ownership of beneficial interests in each global note will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note). |
• | a
limited purpose trust company organized under the laws of the State of New York; |
• | a “banking organization” within the meaning of the New York State Banking Law; |
• | a member of the U.S. Federal Reserve System; |
• | a “clearing corporation” within the meaning of the Uniform Commercial Code; and |
• | a “clearing agency” registered under Section 17A of the
Securities Exchange Act of 1934, as amended. |
• | will not be entitled to have the Notes represented by the global note registered in their names; |
• | will
not receive or be entitled to receive physical, certificated notes; and |
• |
• | DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes of such series and a successor depositary is not appointed within 90 days; |
• | DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days; |
• | we,
at our option, notify the Trustee that we elect to cause the issuance of certificated notes of such series; or |
• | there shall have occurred and be continuing an Event of Default with respect to Notes of such series and DTC notifies the Trustee of its decision to exchange the global notes of such series for certificated notes of such series. |
1. | The Registrant’s Registration Statement on Form 10 initially filed on February 7, 2020, as amended by Amendment No. 1 filed on March 11, 2020; |
2. | The
Registrant’s Quarterly Reports on Form 10-Q for the Quarters Ended March 31, 2020 and June 30, 2020; and |
3. | The Registrant’s Current Reports on Form 8-K filed on March 16, 2020, April 3,
2020 and July 31, 2020. |
Indemnification of Directors and Officers |
Exhibits and Financial Statement Schedules. |
Number | | | Description | | | Method
of Filing |
| | Separation and Distribution Agreement by and among United Technologies Corporation, Carrier Global Corporation and Otis Worldwide Corporation | | | Filed
by the Registrant as Exhibit 2.1 to the Current Report on Form 8-K on April 3, 2020 and incorporated herein by reference. | |
| | Certificate
of Amendment | | | Filed by the Registrant as Exhibit 3.1(A) to the Current Report on Form 8-K on April 3, 2020 and incorporated herein by reference. | |
| | Amended
and Restated Certificate of Incorporation of Otis Worldwide Corporation | | | Filed by the Registrant as Exhibit 3.1(B) to the Current Report on Form 8-K on April 3, 2020 and incorporated herein by reference. | |
| | Amended
and Restated By-Laws of Otis Worldwide Corporation | | | Filed by the Registrant as Exhibit 3.2 to the Current Report on Form 8-K on April 3, 2020 and incorporated herein by reference. | |
| | Indenture,
dated February 27, 2020, between Otis Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A. | | | Filed by the Registrant as Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form 10 on March 11, 2020 and incorporated herein by reference. | |
| | Supplemental
Indenture No. 1, dated February 27, 2020, between Otis Worldwide Corporation and The Bank of New York Mellon Trust Company, N.A. | | | Filed by the Registrant as Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form 10 on March 11, 2020 and incorporated
herein by reference. | |
| | Registration Rights Agreement, dated February 27, 2020, by and among Otis Worldwide Corporation, United Technologies
Corporation and BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC | | | Filed by the Registrant as Exhibit 4.3 to Amendment No. 1 to the Registration Statement on Form 10 on March 11, 2020 and incorporated herein by reference. | |
| | Form
of 2.056% Note due 2025 | | | Included in Exhibit 4.2 | |
| | Form
of 2.293% Note due 2027 | | | Included in Exhibit 4.2 | |
| | Form
of 2.565% Note due 2030 | | | Included in Exhibit 4.2 |
Number | | | Description | | | Method
of Filing |
| | Form of 3.112% Note due 2040 | | | Included
in Exhibit 4.2 | |
| | Form of 3.362% Note due 2050 | | | Included
in Exhibit 4.2 | |
| | Form of Floating Rate Note due 2023 | | | Included
in Exhibit 4.2 | |
| | Legal Opinion of Wachtell, Lipton, Rosen & Katz | | | ||
| | Awareness Letter of PricewaterhouseCoopers LLP | | | ||
| | Consent
of PricewaterhouseCoopers LLP | | | ||
| | Consent
of Wachtell, Lipton, Rosen & Katz | | | Included in Exhibit 5.1 | |
| | Power
of Attorney (included on signature pages attached hereto) | | | ||
| | Statement
of Eligibility of The Bank of New York Mellon, as Trustee with respect to the Indenture, dated as of February 27, 2020 | | | ||
| | Form
of Letter of Transmittal | | |
Undertakings |
(1) | To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion
of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(6) | To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
(7) | To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
(8) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
| | OTIS WORLDWIDE CORPORATION | ||||
| | | | |||
| | By: | | | /s/
Rahul Ghai | |
| | | | Rahul
Ghai Executive Vice President and Chief Financial Officer |
Signature | | | Title |
| | ||
/s/
Judith F. Marks | | | Director, President and Chief Executive Officer (Principal Executive Officer) |
| |||
| |||
/s/
Rahul Ghai | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| |||
| |||
/s/
Michael P. Ryan | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) |
| |||
| |||
/s/
Jeffrey H. Black | | | Director |
| |||
| |||
| | Director | |
| |||
| | ||
| | Director | |
| |||
| | ||
| | Director | |
|
This ‘S-4’ Filing | Date | Other Filings | ||
---|---|---|---|---|
2/15/30 | ||||
11/15/29 | ||||
4/5/27 | ||||
2/5/27 | ||||
4/5/25 | ||||
3/5/25 | ||||
4/5/23 | ||||
2/27/23 | ||||
4/5/21 | ||||
2/21/21 | ||||
Filed on: | 7/31/20 | 10-Q, 8-K, S-3ASR | ||
6/30/20 | 10-Q | |||
5/8/20 | 10-Q | |||
4/3/20 | 3, 8-K | |||
3/31/20 | 10-Q | |||
3/19/20 | 4 | |||
3/11/20 | 10-12B/A, CORRESP | |||
2/27/20 | ||||
2/10/20 | ||||
12/31/19 | ||||
6/30/19 | ||||
3/31/19 | ||||
3/1/19 | ||||
11/26/18 | ||||
1/1/18 | ||||
7/27/17 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/06/20 SEC UPLOAD¶ 9/08/20 2:39K Otis Worldwide Corp. |