PPG Industries Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 4, 2025, PPG Industries, Inc. (the “Company”) completed an offering of €900,000,000 aggregate principal amount of 3.250% Notes due 2032 (the “Notes”). The Notes were offered by the Company pursuant to its Registration Statement on Form S-3 (File No. 333-270106) filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2023 and the Prospectus included therein, as supplemented by a Prospectus Supplement dated February 26, 2025 and filed with the SEC on February 27, 2025.
The Notes were issued pursuant to an indenture, dated as of March 18, 2008 (the “Original Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated as of March 18, 2008, between the Company and the Trustee (the “First Supplemental Indenture”), and a twelfth supplemental indenture, dated as of March 4, 2025, between the Company and the Trustee (the “Twelfth Supplemental Indenture” and, together with the First Supplemental Indenture and the Original Indenture, the “Indenture”). The Company may issue additional debt from time to time pursuant to the Original Indenture. The Indenture contains covenants applicable to the Notes that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of the Company’s assets. The terms of the Notes also require the Company to make an offer to repurchase the Notes upon a Change of Control Triggering Event (as defined in the Twelfth Supplemental Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest. In addition, the terms of the Notes permit the Company to redeem all, but not part, of the Notes in the event of certain changes in tax laws of the United States (or any taxing authority in the United States) at a price equal to 100% of their principal amount plus accrued and unpaid interest.
The Company expects to use the net proceeds from the offering of the Notes for general corporate purposes, which may include, without limitation, working capital, capital expenditures, investments in or loans to our subsidiaries or joint ventures, repayment of our existing indebtedness or funding possible acquisitions.
The foregoing is a summary of the material terms and conditions of the Indenture and the Notes. Accordingly, the foregoing is qualified in its entirety by reference to the full text of (i) the Original Indenture, which is set forth in its entirety and filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 18, 2008, (ii) the First Supplemental Indenture, which is set forth in its entirety and filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 18, 2008, (iii) the Twelfth Supplemental Indenture, which is set forth in its entirety and filed as Exhibit 4.3 to this Current Report on Form 8-K, and (iii) the form of the Notes, which is filed as Exhibit 4.4 to this Current Report on Form 8-K, each of which is incorporated herein by reference. The opinion of the Company’s counsel as to the validity of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
On February 26, 2025, the Company entered into an Underwriting Agreement with each of the underwriters named therein (the “Underwriters”) in connection with the issuance and sale by the Company of the Notes. Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company has agreed to sell the Notes to the Underwriters, and the Underwriters have agreed to purchase the Notes for resale. The Underwriting Agreement provides that the Company will sell the Notes to the Underwriters at an issue price of 99.022% of the principal amount of the Notes, and that the Underwriters will offer the Notes to the public at a price of 99.422% of the principal amount thereof. Pursuant to the Underwriting Agreement, the Company has also agreed to indemnify the Underwriters and certain controlling persons against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended, and to contribute to payments if the Underwriters are required to make any payments in respect of any of these liabilities.
The foregoing is a summary of the material terms and conditions of the Underwriting Agreement. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is set forth in its entirety and filed as Exhibit 1.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| * | Certain schedules to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplementally a copy of any omitted schedule to the SEC upon request. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 4, 2025 | PPG INDUSTRIES, INC. | |||||
| (Registrant) | ||||||
| By: | /s/ Vincent J. Morales | |||||
| Vincent J. Morales | ||||||
| Senior Vice President and Chief Financial Officer | ||||||