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ITT Announces Final Results and Definitive Prices for Its Debt Tender Offer

^{Published on 2011-10-19 11:11:40 - Market Wire}
 

WHITE PLAINS, N.Y.--([ BUSINESS WIRE ])--ITT Corporation (NYSE: ITT) today announced the final results and definitive prices for its previously announced modified aDutch Auctiona cash tender offer (the aOffera) for up to $100 million aggregate principal amount (the aTender Capa) of its 7.40% Debentures due 2025 (the aDebenturesa).

The Offer was conducted in connection with ITTa™s plan to spin-off its subsidiaries, Exelis Inc. and Xylem Inc., by distributing shares of such subsidiaries to shareholders of ITT (the aSpin-offa). The purpose of the Offer is to acquire Debentures as part of ITTa™s plan to repurchase, redeem and/or defease all of its long-term debt in connection with the Spin-off. ITT expects to defease all of its obligations with respect to Debentures that remain outstanding after consummation of the Offer in accordance with the satisfaction and discharge provisions of the indenture governing the Debentures.

Details of the Final Results and Definitive Prices:

Pursuant to the terms of the Offer, the Offer expired at 12:00 midnight, New York City time, on October 18, 2011 (the aExpiration Datea). As of the Expiration Date, ITT received tenders for $87,557,000.00 aggregate principal amount of the Debentures. All such Debentures have been accepted for purchase pursuant to the terms of the Offer. Payment for Debentures tendered and accepted for purchase is expected to be made today.

Based on the terms of the Offer, ITT determined the clearing spread, reference yield, tender yield, total consideration and tender offer consideration as follows:

In addition, holders whose Debentures are accepted for purchase will receive a cash payment representing the accrued and unpaid interest on those Debentures from the last interest payment date to, but not including, the payment date for Debentures purchased in the Offer.

ITT has retained J.P. Morgan Securities LLC and RBS Securities Inc. to act as Dealer Managers for the Offer. The Bank of New York Mellon has been retained to act as the depositary for the Offer and D.F. King & Co., Inc. has been retained to act as the information agent for the Offer. For additional information regarding the terms of the Offer, please contact: J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212) 834-4811 (collect) or RBS Securities Inc. at (877) 297-9832 (toll-free) or (203) 897-6145 (collect). Requests for documents and questions regarding the tendering of Debentures may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers only) or (800) 967-5079 (for all others toll-free).

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, the Debentures. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offer is being made solely pursuant to the Offer to Purchase dated September 20, 2011 and the related Letter of Transmittal made available to holders of the Debentures.

About ITT

ITT Corporation is a high-technology engineering and manufacturing company operating on all seven continents in three vital markets: water and fluids management, global defense and security, and motion and flow control. With a heritage of innovation, ITT partners with its customers to deliver extraordinary solutions that create more livable environments, provide protection and safety and connect our world. Headquartered in White Plains, N.Y., the company reported 2010 revenue of $11 billion. [ www.itt.com ]

Safe Harbor Statement

Certain material presented herein includes forward-looking statements. These forward-looking statements include, but are not limited to, statements about the separation of ITT into three independent publicly-traded companies (the acompaniesa), the terms and the effect of the separation, the nature and impact of such a separation, capitalization of the companies, future strategic plans and other statements that describe ITTa™s business strategy, outlook, objectives, plans, intentions or goals, and any discussion of future operating or financial performance. Whenever used, words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target" and other terms of similar meaning are intended to identify such forward-looking statements. Forward-looking statements are uncertain and to some extent unpredictable, and involve known and unknown risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed or implied in, or reasonably inferred from, such forward-looking statements. Factors that could cause results to differ materially from those anticipated include, but are not limited to: economic, political and social conditions in the countries in which ITT conducts its businesses; changes in U.S. or international government defense budgets; decline in consumer spending; sales and revenue mix and pricing levels; availability of adequate labor, commodities, supplies and raw materials; interest and foreign currency exchange rate fluctuations and changes in local government regulations; competition, industry capacity and production rates; ability of third parties, including ITTa™s commercial partners, counterparties, financial institutions and insurers, to comply with their commitments to ITT; ITTa™s ability to borrow or to refinance its existing indebtedness and availability of liquidity sufficient to meet ITTa™s needs; changes in the value of goodwill or intangible assets; our ability to achieve stated synergies or cost savings from acquisitions or divestitures; the number of personal injury claims filed against ITT or the degree of liability; uncertainties with respect to ITTa™s estimation of asbestos liability exposures, third party recoveries, and net cash flow; ITTa™s ability to effect restructuring and cost reduction programs and realize savings from such actions; government regulations and compliance therewith, including compliance with and costs associated with new Dodd-Frank legislation; changes in technology; intellectual property matters; governmental investigations; potential future employee benefit plan contributions and other employment and pension matters; contingencies related to actual or alleged environmental contamination, claims and concerns; changes in generally accepted accounting principles; other factors set forth in ITTa™s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and ITTa™s other filings with the Securities and Exchange Commission. In addition, there are risks and uncertainties relating to the Spin-off, including the timing and certainty of the completion of those transactions, whether those transactions will result in any tax liability, the operational and financial profile of ITT or any of its businesses after giving effect to the Spin-off and the ability of each business to operate as an independent entity.

ITT undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.