Common Stock
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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): September 16, 2019
CATERPILLAR INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of | 1-768 (Commission File Number) | 37-0602744 (IRS Employer Identification No.) |
510 Lake Cook Road, Suite 100, Deerfield, Illinois (Address of principal executive offices) | 60015 (Zip Code) |
Registrant’s telephone number, including area code: (224) 551-4000
Former name or former address, if changed since last report: N/A
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. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ 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 Act:
| Title of each class | Trading Symbol(s) | Name of each exchange which registered |
| Common Stock ($1.00 par value) | CAT | New York Stock Exchange |
| 9 3/8% Debentures due March 15, 2021 | CAT21 | New York Stock Exchange |
| 8% Debentures due February 15, 2023 | CAT23 | New York Stock Exchange |
| 5.3% Debentures due September 15, 2035 | CAT35 | New York Stock Exchange |
| Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). | |
| Emerging growth company ¨ | |
| 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 8.01 Other Events.
On September 16, 2019, Caterpillar Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc. and SG Americas Securities, LLC, as representatives of the several underwriters named therein (the “Underwriters”), with respect to the offering and sale of $500 million aggregate principal amount of the Company’s 2.600% Senior Notes due 2029 (the “2029 Notes”) and $1.0 billion aggregate principal amount of the Company’s 3.250% Senior Notes due 2049 (the “2049 Notes” and, together with the 2029 Notes, the “Notes”) under the Company’s effective shelf registration statement on Form S-3 (File No. 333-228108) (the “Registration Statement”). The Underwriting Agreement contains customary representations, warranties and agreements by the Company, and customary closing conditions, indemnification rights and termination provisions.
The sale of the Notes is expected to close on September 19, 2019, subject to customary closing conditions. The Notes will be unsecured obligations of the Company and will rank equally with all of the Company’s other unsecured senior indebtedness. The Company intends to use the net proceeds of the sale of the Notes to fund discretionary U.S. pension plan contributions.
The Notes will be issued pursuant to the Indenture, dated as of May 1, 1987 (as amended and supplemented from time to time, the “Indenture”), between the Company and U.S. Bank National Association, as successor trustee. The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof and (i) with respect to the 2029 Notes, will bear interest at the rate of 2.600% per year and will mature on September 19, 2029 and (ii) with respect to the 2049 Notes, will bear interest at the rate of 3.250% per year and will mature on September 19, 2049. Interest on the Notes will be payable on March 19 and September 19 of each year, commencing on March 19, 2020, to the persons in whose names such Notes are registered on the fifteenth calendar day immediately preceding the relevant interest payment date (whether or not a business day). The amount of interest payable on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. The Company may, at its option, redeem either series of Notes, at any time in whole or from time to time in part, at the redemption prices set forth in the 2029 Notes and the 2049 Notes.
The foregoing description of the Underwriting Agreement and the Notes are qualified in their entirety by reference to the complete terms and conditions of the Underwriting Agreement and the forms of the 2029 Notes and the 2049 Notes, which are attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively, and incorporated herein by reference.
The Underwriting Agreement has been included to provide investors and security holders with information regarding its terms and conditions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and as of specific dates, and were solely for the benefit of the parties to the Underwriting Agreement. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
The following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) the Underwriting Agreement, (ii) the Form of 2.600% Senior Notes due 2029, (iii) the Form of 3.250% Senior Notes due 2049 and (iv) the legal opinion of Desmond Eppel, Assistant Secretary and Senior Corporate Counsel to the Company, and related consent.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
| CATERPILLAR INC. | ||
| Date: September 19, 2019 | By: | /s/ Suzette M. Long |
| Suzette M. Long | ||
| General Counsel & Corporate Secretary | ||