01—Abstract
Summary
Summary of the 8-K filed March 4, 2025. Cited figures are marked; the original filing is the authoritative source.
PPG Industries, Inc. filed this Current Report on Form 8-K to disclose that on March 4, 2025 it completed an offering of €900,000,000 aggregate principal amount of 3.250%a Notes due 2032.
The Notes were sold under the Company's Form S-3 registration statement (File No. 333-270106) and a prospectus supplement dated February 26, 2025. The Company agreed to sell the Notes to the underwriters at an issue price of 99.022%b of principal, with the underwriters offering them to the public at 99.422%, under an Underwriting Agreement dated February 26, 2025. The Notes were issued under an indenture dated March 18, 2008 with The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented by a first supplemental indenture of the same date and a twelfth supplemental indenture dated March 4, 2025.
The indenture contains covenants limiting the Company's ability to incur certain liens securing indebtedness and to engage in certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of its assets. Upon a Change of Control Triggering Event, the Company must offer to repurchase the Notes at 101%c of principal plus accrued and unpaid interest. The Notes may also be redeemed in whole, but not in part, at 100% of principal plus accrued interest upon certain changes in U.S. tax laws.
The Company expects to use the net proceeds for general corporate purposes, which may include working capital, capital expenditures, investments in or loans to subsidiaries or joint ventures, repayment of existing indebtedness, or funding possible acquisitions. The filing also notes that the Company may issue additional debt from time to time under the Original Indenture.
02—Key points
Key Highlights
- Completed an offering of €900,000,000 aggregate principal amount of 3.250% Notes due 2032 on March 4, 2025.
- Notes were sold to the underwriters at an issue price of 99.022% of principal; the public offering price was 99.422%.
- Offering was made under the Company's Form S-3 registration statement (File No. 333-270106) and a prospectus supplement dated February 26, 2025.
- Notes were issued under a 2008 indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, supplemented by a twelfth supplemental indenture dated March 4, 2025.
- Change of control provision requires an offer to repurchase the Notes at 101% of principal plus accrued and unpaid interest upon a Change of Control Triggering Event.
- Covenants limit liens securing indebtedness and certain consolidations, mergers, conveyances, transfers or leases of substantially all assets.
- Net proceeds are intended for general corporate purposes, including working capital, capital expenditures, repayment of existing indebtedness, and possible acquisitions.
03—Questions
Frequently Asked Questions
What did PPG Industries issue in this offering?
PPG issued €900,000,000 aggregate principal amount of 3.250% Notes due 2032, completed on March 4, 2025.
At what price were the Notes sold to the underwriters?
The Company agreed to sell the Notes to the underwriters at an issue price of 99.022% of principal amount, and the underwriters planned to offer them to the public at 99.422% of principal amount.
What protections do noteholders have if control of the Company changes?
Upon a Change of Control Triggering Event, as defined in the Twelfth Supplemental Indenture, the Company must offer to repurchase the Notes at 101% of their principal amount plus accrued and unpaid interest.
Can the Company redeem the Notes early?
Yes, the Company may redeem all, but not part, of the Notes at 100% of principal plus accrued and unpaid interest if certain changes in United States tax laws occur.
How will PPG use the proceeds from the Notes?
The Company expects to use the net proceeds for general corporate purposes, which may include working capital, capital expenditures, investments in or loans to subsidiaries or joint ventures, repayment of existing indebtedness, or funding possible acquisitions.
04—Continue