UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
Form
CURRENT REPORT
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| Item 8.01 | Other Events. |
In connection with the sale of $500,000,000 aggregate principal amount of 5.500% senior notes due 2027, $800,000,000 aggregate principal amount of 5.700% senior notes due 2034 and $700,000,000 aggregate principal amount of 5.950% senior notes due 2054 by Owens Corning (the “Company”), the Company is filing herewith the following exhibits to its Registration Statement on Form S-3 (File No. 333-279742):
| 1. | Underwriting Agreement, dated as of May 29, 2024, by and among the Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
| 2. | Fourteenth Supplemental Indenture, dated as of May 31, 2024, by and between the Company and Computershare Trust Company, N.A., as trustee (the “Trustee”). |
| 3. | Form of 5.500% Senior Note due 2027. |
| 4. | Fifteenth Supplemental Indenture, dated as of May 31, 2024, by and between the Company and the Trustee. |
| 5. | Form of 5.700% Senior Note due 2034. |
| 6. | Sixteenth Supplemental Indenture, dated as of May 31, 2024, by and between the Company and the Trustee. |
| 7. | Form of 5.950% Senior Note due 2054. |
| 8. | Opinion of Jones Day. |
| 9. | Consent of Jones Day. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 5.1 | Opinion of Jones Day. | |
| 23.1 | Consent of Jones Day (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Owens Corning | ||||||
| Date: May 31, 2024 | By: | /s/ Todd W. Fister | ||||
| Todd W. Fister | ||||||
| Executive Vice President and Chief Financial Officer | ||||||