What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to announce an amendment to Rockwell Automation's Securities Purchase Agreement (SPA) with PTC Inc. This amendment primarily extends the duration of certain provisions within the SPA to align with an extended Strategic Alliance Agreement (SAA) between the two companies.

How does this amendment affect Rockwell's ability to sell PTC stock?

The amendment modifies the restrictions on Rockwell selling PTC stock. It now permits Rockwell to sell up to 1% of PTC's total outstanding shares in open market transactions within any 90-day period, and up to 5% in aggregate in any one-year period through Marketed Underwritten Offerings, with a limit of one such offering per year.

What are the implications of the extended 'Standstill Period'?

The extended Standstill Period, which now lasts until the latest of July 19, 2021, one month after the SAA termination, or the expiration of the Director Period, restricts Rockwell's ability to initiate or pursue a business combination with PTC without PTC's express invitation. This provides PTC with more control over potential strategic transactions.

Will Rockwell continue to have a representative on PTC's board?

Yes, Rockwell's rights concerning its designee on PTC's board have been extended. However, the conditions under which this designee can be excluded from board meetings or discussions have been clarified, requiring reasonable advance notice. The 'Director Period' itself, which relates to Rockwell's board designee rights, is now tied to Rockwell's beneficial ownership of PTC stock falling below 5.0% or Rockwell formally relinquishing these rights.

ROK 8-K: Material Agreements

Summary

This 8-K filing by Rockwell Automation, Inc. (ROK) details an amendment to its Securities Purchase Agreement (SPA) with PTC Inc., originally entered into in June 2018. The primary driver for this amendment is the extension of their Strategic Alliance Agreement (SAA) through September 30, 2023. Consequently, key provisions within the SPA, including restrictions on Rockwell's transfer of PTC stock and the duration of Rockwell's board representation rights, have been extended to align with the SAA's new termination date. Investors should note that the amendment modifies Rockwell's ability to sell PTC shares, allowing for limited open market sales (1% per 90 days) and larger underwritten offerings (5% per year), while also adjusting the conditions under which Rockwell's board designee can be excluded from PTC board discussions. Furthermore, the standstill provisions, which restrict Rockwell's actions regarding PTC, have been extended and modified, with provisions for private communication regarding potential business combinations and PTC's obligation to provide timely notice of strategic actions.

Key Highlights

1Amendment to Securities Purchase Agreement (SPA) with PTC Inc. to extend certain provisions until September 30, 2023.
2Extension of SPA provisions is a direct result of the Strategic Alliance Agreement (SAA) between Rockwell and PTC being extended to September 30, 2023.
3Modified restrictions on Rockwell's transfer of PTC stock, allowing for limited open market sales (1% in any 90-day period) and larger underwritten offerings (5% in any one-year period).
4Revised conditions for Rockwell's board designee's participation in PTC board meetings and committees, requiring advance notice for exclusion.
5Extended 'Director Period' until Rockwell beneficially owns less than 5.0% of PTC stock or until Rockwell formally relinquishes board designee rights.
6Modified 'Standstill Period' affecting Rockwell's ability to pursue business combinations with PTC, extended to the latest of July 19, 2021, one month after SAA termination, or expiration of the Director Period.
7PTC is now required to provide timely notice to Rockwell regarding definitive agreements for business combinations and the retention of financial advisors for strategic alternatives.

ROCKWELL AUTOMATION, INC 8-K Report, Material Agreement (May 13, 2021)

Summary

Key Highlights

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