United Tech, Goodrich talk final deal terms: sources

NEW YORK (Reuters) - The chances of an interloper appear slim in the ongoing deal discussions between United Technologies Corp <UTX.N> and Goodrich Corp <GR.N>, according to people familiar with the matter, removing one potential hurdle for United Tech in acquiring the aerospace company.

United Tech is negotiating the final terms of a deal in which the U.S. diversified conglomerate is expected to pay all cash for Goodrich, the people familiar with the matter said on Tuesday, adding that both sides are working toward reaching an agreement within the next couple of days.

They declined to elaborate on the likely price and cautioned the talks could still fall apart.

JPMorgan Chase & Co <JPM.N> is advising United Tech and also offering financing, while Goodrich is being advised by Credit Suisse Group AG <CSGN.VX> and Citigroup Inc <C.N>, the people said.

General Electric Co <GE.N> and Honeywell International Inc <HON.N>, which were seen as the only possible contenders big enough to buy Goodrich, are unlikely to enter a bidding war against United Tech, according to several people familiar with the companies' thinking.

Representatives for United Tech, Goodrich, Honeywell and GE declined to comment. JPMorgan and Citi also declined to comment, while Credit Suisse was not immediately available.

(Reporting by Soyoung Kim and Paritosh Bansal in New York and Philipp Halstrick in Frankfurt; editing by Andre Grenon)