UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 18, 2022, PPG Industries, Inc. (the “Company”) entered into an Underwriting Agreement with each of the underwriters named therein (the “Underwriters”) in connection with the issuance and sale by the Company of €300,000,000 aggregate principal amount of 1.875% Notes Due 2025 (the “2025 Notes”) and €700,000,000 aggregate principal amount of 2.750% Notes Due 2029 the “2029 Notes” and, together with the 2025 Notes, the “Notes”). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company has agreed to sell the Notes to the Underwriters, and the Underwriters have agreed to purchase the Notes for resale. The Underwriting Agreement provides that the Company will sell the Notes to the Underwriters at issue prices of 99.441% and 99.335% of the principal amounts of the 2025 Notes and the 2029 Notes, respectively, and that the Underwriters will offer the 2025 Notes and the 2029 Notes to the public at prices of 99.741% and 99.735%, respectively, of the principal amounts thereof. Pursuant to the Underwriting Agreement, the Company has 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.
It is expected that the Company will issue and sell the Notes on May 25, 2022. The Notes are being offered pursuant to Post-Effective Amendment No. 2 to the Company’s 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 18, 2022 and filed with the Securities and Exchange Commission on May 19, 2022.
The foregoing is a summary of the material terms and conditions of the Underwriting Agreement. Accordingly, the foregoing is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is set forth in its entirety and filed as Exhibit 1.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated May 18, 2022, among PPG Industries, Inc. and each of the underwriters named therein. | |
| 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, 2022 | PPG INDUSTRIES, INC. (Registrant) | |||||
| By: | /s/ Vincent J. Morales | |||||
| Vincent J. Morales | ||||||
| Senior Vice President and Chief Financial Officer | ||||||