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United Technologies to break into three independent companies

November 26, 2018

United Technologies Corp. will break itself up, capping months of pressure on CEO Greg Hayes to separate the conglomerate’s aerospace operations from its elevators and climate-controls divisions.

The company, buoyed by the just-completed $23 billion purchase of Rockwell Collins Inc., will retain its aerospace business and operate with two divisions: Pratt & Whitney jet engines and Collins Aerospace Systems. Otis Elevator Co. and Carrier, a provider of air conditioners and heating systems, will be spun off as independent companies, United Technologies said in a statement Monday.

The three-way split caps a dramatic overhaul of United Technologies under Hayes, who negotiated the blockbuster Rockwell Collins acquisition last year and closed the deal this week. Two activist investors, Bill Ackman of Pershing Square Capital Management and Dan Loeb of Third Point, took stakes in United Technologies and pushed for a breakup. Loeb said a three-way split would unlock $20 billion in shareholder value.

“Our decision to separate United Technologies is a pivotal moment in our history and will best position each independent company to drive sustained growth, lead its industry in innovation and customer focus, and maximize value creation,” Hayes said in the statement.

The company will discuss additional details in a conference call Tuesday.

2020 completion

Hayes will continue as chairman and CEO of United Technologies following the tax-free separations of Otis and Carrier, which are expected to be completed in 2020. Pershing and Third Point declined to comment.

United Technologies stock climbed 2.1 percent Monday, to $130.65 per share. The shares were little changed this year, leaving its market value at about $100 billion. A Standard & Poor’s index of aerospace and defense companies fell 1.8 percent during the same period.

In pursuing a split, United Technologies will follow DowDuPont Inc., General Electric Co. and Honeywell International Inc. in busting up a diverse array of holdings.

Honeywell has spun off two low-growth businesses this year. DowDupont Inc., the result of a merger between two chemical giants, will split into three separate companies next year. GE is aggressively selling assets to tighten its focus amid a steep stock decline.

At United Technologies, the world’s largest aerospace supplier, Collins Aerospace and Pratt & Whitney would have had sales of $39 billion last year on a pro forma basis, according to the statement. Otis, which has more than two million elevators in use, had $12.3 billion in sales last year. Carrier had $17.8 billion.

Until the transactions are completed, Farmington, Connecticut-based United Technologies will continue to pay its quarterly dividend of at least 73.5 cents a share.

Following the separation, the quarterly dividends paid by the three companies will initially total at least 73.5 cents a share. But “each company’s dividend policy will be determined by its respective board of directors following the completion of the separation,” according to the statement.

Evercore and Goldman Sachs are acting as financial advisers, United Technologies said. Wachtell, Lipton, Rosen & Katz is serving as legal adviser.

Founded in 1934, United Technologies employs about 205,000 people. It did not say if any jobs would be lost in the breakup.

The company got embroiled in politics in 2016 when then-presidential candidate Donald Trump criticized plans to close a Carrier plant in Indianapolis and shift production to Mexico. Weeks after Trump won the election, Carrier announced an agreement brokered by the president-elect to spare about 800 jobs in Indianapolis, where the company has pledged to keep nearly 1,100 jobs. That's down from the approximately 1,600 factory, office and engineering jobs at the facility.

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