Free Writing Prospectus
Filed Pursuant to Rule 433
Registration StatementNo. 333-212814
February 22, 2018
PPG INDUSTRIES, INC.
| Issuer: | PPG Industries, Inc. | PPG Industries, Inc. | ||
| Title of Securities: | 3.200% Notes due March 15, 2023 | 3.750% Notes due March 15, 2028 | ||
| Long-Term Debt Ratings*: | Moody’s: A3 (negative) Fitch:A- (stable) S&P:A- (stable) | Moody’s: A3 (negative) Fitch:A- (stable) S&P:A- (stable) | ||
| Format: | SEC Registered | SEC Registered | ||
| Principal Amount Offered: | $300,000,000 | $700,000,000 | ||
| Trade Date: | February 22, 2018 | February 22, 2018 | ||
| Settlement Date (T+3): | February 27, 2018 | February 27, 2018 | ||
| Maturity Date: | March 15, 2023 | March 15, 2028 | ||
| Price to Public: | 99.767% of the principal amount offered | 99.857% of the principal amount offered | ||
| Coupon: | 3.200% per annum | 3.750% per annum | ||
| Yield to Maturity: | 3.250% | 3.767% | ||
| Spread to Benchmark Treasury: | T + 60 bps | T + 85 bps | ||
| Benchmark Treasury: | 2.375% UST due January 31, 2023 | 2.750% UST due February 15, 2028 | ||
| Benchmark Treasury Price and Yield: | 98-23+; 2.650% | 98-18; 2.917% | ||
| Interest Payment Dates: | Semiannually in arrears on each March 15 and September 15, commencing on September 15, 2018 | Semiannually in arrears on each March 15 and September 15, commencing on September 15, 2018 | ||
| Make-Whole Call: | Prior to February 15, 2023 (the date that is one month prior to maturity), the greater of par or make-whole at Treasury Rate (as defined in the prospectus supplement) plus 10 bps | Prior to December 15, 2027 (the date that is three months prior to maturity), the greater of par or make-whole at Treasury Rate (as defined in the prospectus supplement) plus 15 bps | ||
| Par Call: | On or after February 15, 2023 | On or after December 15, 2027 | ||
| CUSIP/ISIN: | 693506BN6/US693506BN60 | 693506BP1/US693506BP19 | ||
| Joint Book-Running Managers: | BNP Paribas Securities Corp. J.P. Morgan Securities LLC Citigroup Global Markets Inc. Goldman Sachs & Co. LLC MUFG Securities Americas Inc. PNC Capital Markets LLC | BNP Paribas Securities Corp. J.P. Morgan Securities LLC Citigroup Global Markets Inc. Goldman Sachs & Co. LLC MUFG Securities Americas Inc. PNC Capital Markets LLC | ||
| SeniorCo-Managers: | BBVA Securities Inc. BNY Mellon Capital Markets, LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SG Americas Securities, LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Wells Fargo Securities, LLC | BBVA Securities Inc. BNY Mellon Capital Markets, LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Mizuho Securities USA LLC SG Americas Securities, LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Wells Fargo Securities, LLC | ||
| Co-Managers: | ANZ Securities, Inc. ICBC Standard Bank Plc Morgan Stanley & Co. LLC Santander Investment Securities Inc. The Huntington Investment Company U.S. Bancorp Investments, Inc. Credit Suisse Securities (USA) LLC | ANZ Securities, Inc. ICBC Standard Bank Plc Morgan Stanley & Co. LLC Santander Investment Securities Inc. The Huntington Investment Company U.S. Bancorp Investments, Inc. Credit Suisse Securities (USA) LLC | ||
| * | An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such materials and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. |
This final term sheet supplements, and should be read in conjunction with, the issuer’s preliminary prospectus supplement dated February 22, 2018 and accompanying prospectus dated August 1, 2016.
We expect to deliver the securities described herein against payment on or about the Settlement Date, which will be the third business day following the date of the pricing of the securities (this settlement cycle being referred to as “T+3”). Under Rule15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities on the date of pricing will be required, by virtue of the fact that the securities initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers who wish to trade the securities on the date of pricing or the next succeeding business day should consult their own advisor.
This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer to buy securities described herein can be accepted, and no part of the purchase price thereof can be received, unless the person making such investment decision has received and reviewed the information contained in the relevant prospectus in making their investment decisions. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and accompanying prospectus related to that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas Securities Corp. collect at212-841-2871 or J.P. Morgan Securities LLC collect at212-834-4533.
