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

 5/19/20  PPG Industries Inc                8-K:1,2,9   5/14/20   14:525K                                   Donnelley … Solutions/FA

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 i PPG INDUSTRIES INC  i false  i 0000079879 0000079879 2020-05-14 2020-05-14 0000079879 us-gaap:CommonStockMember 2020-05-14 2020-05-14 0000079879 ppg:A0.875NotesDue2022Member 2020-05-14 2020-05-14 0000079879 ppg:A0.875NotesDue2025Member 2020-05-14 2020-05-14 0000079879 ppg:A1.400NotesDue2027Member 2020-05-14 2020-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM  i 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)  i May 14, 2020

PPG INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

i Pennsylvania		i 001-1687		i 25-0730780
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

i One PPG Place,  i Pittsburgh,  i Pennsylvania		i 15272
(Address of principal executive offices)		(Zip code)

 i (412)  i 434-3131

(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.):

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

i ☐	Pre-commencement communications 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 Exchange Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
i Common Stock, par value $1.66 2/3		i PPG		i New York Stock Exchange
i 0.875% Notes due 2022		i PPG 22		i New York Stock Exchange
i 0.875% Notes due 2025		i PPG 25		i New York Stock Exchange
i 1.400% Notes due 2027		i PPG 27		i 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   i ☐

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 1.01.

Entry into a Material Definitive Agreement.

On May 14, 2020, PPG Industries, Inc. (the “Company”) entered into an Underwriting Agreement with J.P. Morgan Securities LLC, PNC Capital Markets LLC, TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Underwriters”), in connection with the issuance and sale by the Company of $300,000,000 aggregate principal amount of its 2.550% Notes due 2030 (the “Notes”). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale. The Underwriting Agreement provides that the Company would sell the Notes to the Underwriters at an issue price of 98.715%, and that the Underwriters would offer the Notes to the public at a price of 99.365% of the principal amounts thereof. Pursuant to the Underwriting Agreement, the Company 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.

On May 19, 2020, the Company completed a public offering of the Notes. The Notes were offered by the Company pursuant to Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-232895) filed with the Securities and Exchange Commission on February 24, 2020 and the Prospectus included therein, as supplemented by a Prospectus Supplement dated May 14, 2020 and filed with the Securities and Exchange Commission on May 15, 2020.

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 Ninth Supplemental Indenture, dated as of May 19, 2020, between the Company and the Trustee (the “Ninth 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 Notes upon a Change of Control Triggering Event (as defined in the Ninth Supplemental Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest.

The Company expects to use the net proceeds from the offering of the Notes, together with cash on hand, to fund a redemption of all of its outstanding 3.600% Notes due 2020 (the “2020 Notes”). Pending any use of the net proceeds of the offering of the Notes, the net proceeds may be invested in short-term instruments.

The foregoing is a summary of the material terms and conditions of the Underwriting Agreement, Notes and Indenture. Accordingly, the foregoing is qualified in its entirety by reference to the full text of (i) the Underwriting Agreement, which is set forth in its entirety and filed as Exhibit 1.1 to this Current Report on Form 8-K, (ii) 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, (iii) 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, (iv) the Ninth Supplemental Indenture, which is set forth in its entirety and filed as Exhibit 4.3 to this Current Report on Form 8-K, and (v) 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 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number				Description
	1.1			Underwriting Agreement, dated May 14, 2020 among PPG Industries, Inc. and each of the underwriters named therein.
	4.1			Indenture, dated as of March 18, 2008, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.
	4.2			First Supplemental Indenture, dated as of March 18, 2008, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., was filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.
	4.3			Ninth Supplemental Indenture, dated as of May 19, 2020, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.
	4.4			Form of 2.550 Notes due 2030 (included in Exhibit 4.1 hereto).
	5.1			Opinion of K&L Gates LLP.
	23.1			Consent of K&L Gates LLP (included in Exhibit 5.1 hereto).
	104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 19, 2020						PPG INDUSTRIES, INC.
						(Registrant)
				By:		/s/ Vincent J. Morales
						Vincent J. Morales
						Senior Vice President and Chief Financial Officer

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

 2/15/24  PPG Industries Inc.               10-K       12/31/23  135:17M
 2/28/23  PPG Industries Inc.               S-3ASR      2/28/23    8:568K                                   Donnelley … Solutions/FA
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 8/25/20  PPG Industries Inc.               424B2                  1:516K                                   Donnelley … Solutions/FA
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