WHITE PLAINS, N.Y., October 4, 2011 - ITT Corporation (NYSE: ITT) announced today the determination of the dollar range of consideration offered in its previously announced modified “Dutch Auction” cash tender offer (the “Offer”) for up to $100 million aggregate principal amount of its 7.40% Debentures due 2025 (the “Debentures”).
Pursuant to the terms of the Offer, the reference yield, as of 11:00 a.m., New York City time, on October 4, 2011, for the 6.875% US Treasury Security due August 15, 2025, was 2.192%. On the basis of such reference yield, the range of total consideration offered in the Offer is from $1,548.42 to $1,611.42 per $1,000 principal amount of Debentures. Upon the terms and subject to the conditions of the Offer, the total consideration, which includes an early participation amount of $50 per $1,000 principal amount of Debentures (the “Early Participation Amount”), will be payable in respect of Debentures validly tendered on or prior to 5:00 p.m., New York City time, on October 3, 2011 (the “Early Participation Date”) and accepted for purchase. Holders whose purchased Debentures are tendered after the Early Participation Date and on or prior to midnight, New York City time, on October 18, 2011, the expiration date, will be entitled to receive the tender offer consideration, namely an amount equal to the total consideration less the Early Participation Amount. The range of tender offer consideration offered in the Offer is from $1,498.42 to $1,561.42 per $1,000 principal amount of Debentures. Annex A to this press release contains a table that sets forth the applicable total consideration and tender offer consideration for each bid spread that tendering holders may select pursuant to 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 (the “Offer to Purchase”) and the related Letter of Transmittal made available to holders of the Debentures. None of ITT, the Dealer Managers, the Depositary, the Information Agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Debentures in the Offer. Holders are urged to evaluate carefully all information in the Offer to Purchase and the related Letter of Transmittal, consult their own investment and tax advisors and make their own decisions whether to tender Debentures, and, if so, the principal amount of Debentures and the Bid Spread at which to tender.