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PPG Industries Inc – ‘8-K’ for 3/1/21

On:  Thursday, 3/4/21, at 12:03pm ET   ·   For:  3/1/21   ·   Accession #:  1193125-21-68993   ·   File #:  1-01687

Previous ‘8-K’:  ‘8-K’ on 2/23/21 for 2/19/21   ·   Next:  ‘8-K’ on / for 4/15/21   ·   Latest:  ‘8-K’ on 4/20/21 for 4/15/21   ·   1 Reference:  To:  PPG Industries Inc. – ‘8-K’ on 3/18/08 for 3/13/08

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

 3/04/21  PPG Industries Inc                8-K:1,2,9   3/01/21   14:512K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     36K 
 2: EX-1.1      Underwriting Agreement                              HTML    133K 
 3: EX-4.3      Instrument Defining the Rights of Security Holders  HTML     48K 
 4: EX-5.1      Opinion of Counsel re: Legality                     HTML     19K 
10: R1          Document and Entity Information                     HTML     56K 
12: XML         IDEA XML File -- Filing Summary                      XML     13K 
 9: XML         XBRL Instance -- d122570d8k_htm                      XML     23K 
11: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 6: EX-101.DEF  XBRL Definitions -- ppg-20210301_def                 XML     43K 
 7: EX-101.LAB  XBRL Labels -- ppg-20210301_lab                      XML     70K 
 8: EX-101.PRE  XBRL Presentations -- ppg-20210301_pre               XML     44K 
 5: EX-101.SCH  XBRL Schema -- ppg-20210301                          XSD     17K 
13: JSON        XBRL Instance as JSON Data -- MetaLinks               14±    22K 
14: ZIP         XBRL Zipped Folder -- 0001193125-21-068993-xbrl      Zip     58K 


‘8-K’   —   Current Report


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 iX: 
  8-K  
 i Common Stock, par value 1.66 2/3  i false  i 0000079879 0000079879 2021-03-01 2021-03-01 0000079879 us-gaap:CommonStockMember 2021-03-01 2021-03-01 0000079879 ppg:A0.875Notesdue2022Member 2021-03-01 2021-03-01 0000079879 ppg:A0.875Notesdue2025Member 2021-03-01 2021-03-01 0000079879 ppg:A1.400Notesdue2027Member 2021-03-01 2021-03-01

 

 

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 March 1, 2021

 

 

 i 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(s)

 

Name of each exchange

on which registered

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 March 1, 2021, PPG Industries, Inc. (the “Company”) entered into an Underwriting Agreement with BNP Paribas Securities Corp. and PNC Capital Markets LLC, as representatives of the several underwriters named therein (the “Underwriters”), in connection with the issuance and sale by the Company of $700,000,000 aggregate principal amount of its 1.200% Notes due 2026 (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 98.832%, and that the Underwriters would offer the Notes to the public at a price of 99.432% 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 March 4, 2021, 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 March 1, 2021 and filed with the Securities and Exchange Commission on March 3, 2021.

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 Tenth Supplemental Indenture, dated as of March 4, 2021, between the Company and the Trustee (the “Tenth 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 Tenth 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, 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 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 Tenth 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 March 1, 2021 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    Tenth Supplemental Indenture, dated as of March 4, 2021, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.
  4.4    Form of 1.200% Notes due 2026 (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: March 4, 2021     PPG INDUSTRIES, INC.
      (Registrant)
    By:  

/s/ Vincent J. Morales

      Vincent J. Morales
      Senior Vice President and Chief Financial Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:3/4/21DEF 14A,  DEFA14A
3/3/21424B2
For Period end:3/1/21424B5,  FWP
2/24/20POS AM
3/18/088-K
 List all Filings 


1 Previous Filing that this Filing References

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

 3/18/08  PPG Industries Inc.               8-K:1,9     3/13/08    6:492K                                   Bowne BCL/FA
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