ITT announces dollar range of consideration offered in debt tender offer

WHITE PLAINS, N.Y.--(BUSINESS WIRE)--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 [phone] (toll-free) or [phone] (collect) or RBS Securities Inc. at [phone] (toll-free) or [phone] (collect). Requests for documents and questions regarding the tendering of Debentures may be directed to D.F. King & Co., Inc. at [phone] (for banks and brokers only) or [phone] (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.

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.

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 “companies”), 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 ITT’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 ITT’s commercial partners, counterparties, financial institutions and insurers, to comply with their commitments to ITT; ITT’s ability to borrow or to refinance its existing indebtedness and availability of liquidity sufficient to meet ITT’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 ITT’s estimation of asbestos liability exposures, third party recoveries, and net cash flow; ITT’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 ITT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and ITT’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.