SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/12/21 Otis Worldwide Corp. 8-K:1,8,9 11/12/21 14:1.5M Edgarfilings Ltd. |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 42K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 407K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 223K 4: EX-5.1 Opinion of Counsel re: Legality HTML 20K 5: EX-5.2 Opinion of Counsel re: Legality HTML 48K 10: R1 Document and Entity Information HTML 46K 12: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- ny20001079x6_8k_htm XML 15K 11: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.LAB XBRL Labels -- otis-20211112_lab XML 64K 8: EX-101.PRE XBRL Presentations -- otis-20211112_pre XML 46K 6: EX-101.SCH XBRL Schema -- otis-20211112 XSD 15K 13: JSON XBRL Instance as JSON Data -- MetaLinks 13± 20K 14: ZIP XBRL Zipped Folder -- 0001140361-21-037676-xbrl Zip 164K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i November 12, 2021
OTIS WORLDWIDE CORPORATION
(Exact name of registrant as specified in its charter)
i Delaware | i 001-39221 | i 83-3789412 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
i One Carrier Place
i Farmington, i Connecticut i 06032
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
( i 860) i 674-3000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) |
Name of each exchange on which registered |
i Common Stock ($0.01 par value) |
i OTIS | i New York Stock Exchange |
Introductory Note
Section 1 – Registrant’s Business and Operations
Section 8 – Other Events
Item 8.01. Other Events.
On November 12, 2021, Highland Holdings S.à.r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Grand Duchy of Luxembourg, having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, and registered with Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B237108 (“Highland”), an indirect wholly-owned subsidiary of Otis, issued €500,000,000 aggregate principal amount of 0.000% Notes due 2023 (the “2023 Notes”), €600,000,000 aggregate principal amount of 0.318% Notes due 2026 (the “2026 Notes”) and €500,000,000 aggregate principal amount of 0.934% Notes due 2031 (the “2031 Notes” and, together with the 2023 Notes and the 2026 Notes, the “Notes”). Each series of Notes are fully and unconditionally guaranteed on an unsecured, unsubordinated basis by Otis (Otis’ guarantee of each such series, a “Parent Guarantee” and, collectively, the “Parent Guarantees”).
The Notes were registered under the Securities Act of 1933, as amended (the “Act”), pursuant to the Registration Statement that on Form S-3ASR (File No. 333-240269), as amended on October 26, 2021 by Post-Effective Amendment No. 1 filed by Otis and Highland. On November 5, 2021, Otis and Highland filed with the SEC a Prospectus Supplement dated as of November 4, 2021 (the “Prospectus Supplement”) containing the final terms of the Notes pursuant to Rule 424(b)(2) of the Act.
In connection with the offer and sale of the Notes, Otis and Highland entered into an Underwriting Agreement, dated as of November 4, 2021 (the “Underwriting Agreement”), with Morgan Stanley & Co. International plc, HSBC Continental Europe and JP Morgan AG, as representatives of the underwriters named in Schedule A thereto (the “Underwriters”) and the other Underwriters party thereto. A copy of the Underwriting Agreement has been filed as exhibit 1.1 to the Form 8-K filed on November 5, 2021. The Notes were issued under the Indenture, dated as of November 12, 2021 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 1, dated as of November 12, 2021 (the “Supplemental Indenture” and, the Base Indenture as supplemented by the Supplemental Indenture, the “Indenture”), in each case among Otis, Highland and The Bank of New York Mellon Trust Company, N.A., as trustee. The Base Indenture and the Supplemental Indenture have been filed as exhibits 4.1 and 4.2 to this Current Report and are incorporated herein by reference. The form of the 2023 Notes, the form of the 2026 Notes and the form of the 2031 Notes have been filed as exhibits 4.3, 4.4 and 4.5 to this Current Report and are incorporated herein by reference.
The net proceeds to Highland from the sale of the Notes, after the Underwriter’s discount and offering expenses, are estimated to be approximately €1.6 billion, or $1.8 billion, based on the euro/U.S. dollar rate of exchange as of October 29, 2021. Otis intends to use the net proceeds of the offering of the Notes to purchase shares of Zardoya, whether pursuant to the Tender Offer or otherwise, and to pay fees and expenses in connection therewith.
The 2023 Notes bear interest at the rate of 0.000% per annum and mature on November 12, 2023. The 2026 Notes bear interest at a rate of 0.318% per annum and mature on December 15, 2026. The 2031 Notes bear interest at a rate of 0.934% per annum and mature on December 15, 2031. Interest on the 2023 Notes will be payable on November 12 of each year, beginning on November 12, 2022. Interest on the 2026 Notes and the 2031 Notes will be payable on December 15 of each year, beginning on December 15, 2022. Highland may redeem any series of Notes, in whole or in part, at any time at the applicable redemption price described in the Prospectus Supplement. In addition, each series of Notes may be redeemed in whole, but not in part, at any time at Highland’s option in the event of certain developments affecting tax laws of the Grand Duchy of Luxembourg, the United States or another relevant taxing jurisdiction, as described in the Prospectus Supplement.
Upon the occurrence of a Change of Control Triggering Event (as defined in the Base Indenture), unless Highland has exercised its right to redeem the Notes by giving irrevocable notice on or prior to the 30th day after the Change of Control Triggering Event in accordance with the Indenture, each holder of the Notes will have the right to require Highland to purchase all or a portion of such holder’s Notes pursuant to an offer as described in the Prospectus Supplement at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but excluding, the Change of Control Payment Date (as defined in the Base Indenture).
The Notes and the Parent Guarantees are unsecured, unsubordinated obligations of Highland and Otis, respectively, and rank equally in right of payment with all of Highland’s and Otis’ respective existing and future unsecured, unsubordinated indebtedness. The Notes were issued in minimum denominations of €100,000 and any integral multiple of €1,000 in excess thereof.
For the relevant terms and conditions of the Underwriting Agreement, the Indenture and the Notes, please refer to the Prospectus Supplement. The descriptions of the Underwriting Agreement, the Indenture and the Notes herein and in the Prospectus Supplement are summaries and are qualified in their entirety by the terms of the Underwriting Agreement, the Indenture and the Notes, respectively.
This report is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Act.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Exhibit Description | ||||
4.1 | Indenture, dated as of November 12, 2021, among Otis Worldwide Corporation, Highland Holdings S.à r.l. and The Bank of New York Mellon Trust Company, N.A., as trustee. | ||||
4.2 | Supplemental Indenture No. 1, dated as of November 12, 2021, among Otis Worldwide Corporation, Highland Holdings S.à r.l and The Bank of New York Mellon Trust Company, N.A., as trustee. | ||||
4.3 | Form of 0.000% Note due 2023 (included in Exhibit 4.2 hereto). | ||||
4.4 | Form of 0.318% Note due 2026 (included in Exhibit 4.2 hereto). | ||||
4.5 | Form of 0.934% Note due 2031 (included in Exhibit 4.2 hereto). | ||||
5.1 | Opinion of Wachtell, Lipton, Rosen & Katz. | ||||
5.2 | Opinion of NautaDutilh Avocats Luxembourg S.à r.l. | ||||
23.1 | Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1). | ||||
23.2 | Consent of NautaDutilh Avocats Luxembourg S.à r.l (included in Exhibit 5.2). | ||||
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
OTIS WORLDWIDE CORPORATION | ||
(Registrant) | ||
Date: November 12, 2021 | By: | /s/ Rahul Ghai |
Rahul Ghai | ||
Executive Vice President & Chief Financial Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/15/31 | ||||
12/15/26 | ||||
11/12/23 | ||||
12/15/22 | ||||
11/12/22 | ||||
Filed on / For Period end: | 11/12/21 | 8-A12B | ||
11/5/21 | 424B2, 8-K, FWP | |||
11/4/21 | 8-K, FWP | |||
10/29/21 | 424B2 | |||
10/26/21 | 10-Q, POSASR | |||
10/11/21 | ||||
9/23/21 | 8-K | |||
9/22/21 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/02/24 Otis Worldwide Corp. 10-K 12/31/23 148:15M 3/24/23 Otis Worldwide Corp. S-3ASR 3/24/23 8:658K Broadridge Fin’l So… Inc 2/03/23 Otis Worldwide Corp. 10-K 12/31/22 150:17M 2/04/22 Otis Worldwide Corp. 10-K 12/31/21 159:18M 11/12/21 Otis Worldwide Corp. 8-A12B 1:19K Broadridge Fin’l So… Inc |