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Illinois Tool Works Inc – ‘8-K’ for 6/5/19

On:  Wednesday, 6/5/19, at 1:54pm ET   ·   For:  6/5/19   ·   Accession #:  1193125-19-165902   ·   File #:  1-04797

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/05/19  Illinois Tool Works Inc           8-K:8,9     6/05/19    3:230K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     18K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    156K 
 3: EX-5.1      Opinion re: Legality                                HTML      9K 


‘8-K’   —   Current Report


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  8-K  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 5, 2019

 

 

ILLINOIS TOOL WORKS INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-4797   36-1258310

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

155 Harlem Avenue, Glenview, IL 60025

(Address of Principal Executive Offices, and Zip Code)

847-724-7500

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock   ITW   New York Stock Exchange
1.75% Euro Notes due 2022   ITW22   New York Stock Exchange
1.25% Euro Notes due 2023   ITW23   New York Stock Exchange
2.125% Euro Notes due 2030   ITW30   New York Stock Exchange
3.00% Euro Notes due 2034   ITW34   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01. Other Events.

On June 5, 2019, Illinois Tool Works Inc. (the “Company”) issued and sold (i) €600,000,000 in aggregate principal amount of 0.250% notes due December 5, 2024 (the “2024 Notes”), (ii) €500,000,000 in aggregate principal amount of 0.625% notes due December 5, 2027 (the “2027 Notes”) and (iii) €500,000,000 in aggregate principal amount of 1.000% notes due June 5, 2031 (the “2031 Notes” and together with the 2024 Notes and the 2027 Notes, the “Notes”). The Notes were issued pursuant to the Company’s Registration Statement on Form S-3 (No. 333-219695) and the Prospectus included therein (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on August 4, 2017, and the Prospectus Supplement relating thereto dated May 29, 2019, and filed with the Commission on May 30, 2019. The Notes were issued under an Indenture dated as of November 1, 1986, as supplemented by a First Supplemental Indenture dated as of May 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (together, the Indenture), and an Officers’ Certificate containing the terms of the Notes. The Indenture, together with the Officers’ Certificate, sets forth the terms of the Notes and the obligations of the Company thereunder. A copy of the Officers’ Certificate is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

A copy of the opinion of Janet O. Love, Chief Governance Counsel and Assistant Secretary of the Company, relating to the legality of the Notes, is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Description

  4.1    Officers’ Certificate dated June 5, 2019, establishing the terms, and setting forth the forms, of the 0.250% Notes due 2024, the 0.625% Notes due 2027 and the 1.000% Notes due 2031.
  5.1    Opinion of Janet O. Love, Chief Governance Counsel and Assistant Secretary of the Company.
23.1    Consent of Janet O. Love (included in Exhibit 5.1).


SIGNATURES

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.

 

    ILLINOIS TOOL WORKS INC.
Date: June 5, 2019      
    By:  

/s/ Randall J. Scheuneman

    Name:   Randall J. Scheuneman
    Title:   Vice President & Chief Accounting Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
6/5/31
12/5/27
12/5/24
Filed on / For Period End:6/5/19
5/30/19424B5
5/29/19424B5,  8-K,  FWP
8/4/1710-Q,  4,  4/A,  POSASR,  S-3ASR
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/09/24  Illinois Tool Works Inc.          10-K       12/31/23  109:13M
 2/10/23  Illinois Tool Works Inc.          10-K       12/31/22  108:14M
 2/11/22  Illinois Tool Works Inc.          10-K       12/31/21  107:14M
 2/12/21  Illinois Tool Works Inc.          10-K       12/31/20  108:14M
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