WHITE PLAINS, N.Y., October 19, 2011 - ITT Corporation (NYSE: ITT) today announced the final results and definitive prices for its previously announced modified “Dutch Auction” cash tender offer (the “Offer”) for up to $100 million aggregate principal amount (the “Tender Cap”) of its 7.40% Debentures due 2025 (the “Debentures”).
The Offer was conducted in connection with ITT’s plan to spin-off its subsidiaries, Exelis Inc. and Xylem Inc., by distributing shares of such subsidiaries to shareholders of ITT (the “Spin-off”). The purpose of the Offer is to acquire Debentures as part of ITT’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 “Expiration Date”). 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:
| Title of Security | CUSIP Number | Principal Amount Outstanding (MM) | Principal Amount Accepted (MM) | Clearing Spread | Reference Yield | Tender Yield | Total Consideration (1) | Tender Offer Consideration (1) |
|---|---|---|---|---|---|---|---|---|
| 7.40% Debentures due 2025 | 450679AT2 | $250.0 | $87.557 | 25 bps | 2.192% | 2.442% | $1,587.42 | $1,537.42 |
| (1) Per $1,000 principal amount of Debentures accepted for purchase. | ||||||||
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.