| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 25, 2022, PPG Industries, Inc. (the “Company”) completed an offering 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”). The Notes were offered by the Company pursuant to Post-Effective Amendment No. 2 to its 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 Notes were issued pursuant to an indenture dated as of March 18, 2008 (the “Original Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture, dated as of March 18, 2008, between the Company and the Trustee (the “First Supplemental Indenture”), and an Eleventh Supplemental Indenture, dated as of May 25, 2022, between the Company and the Trustee (the “Eleventh Supplemental Indenture” and, together with the First Supplemental Indenture and the Original Indenture, the “Indenture”). The Company may issue additional debt from time to time pursuant to the Original Indenture. The Indenture contains covenants applicable to the Notes that limit the Company’s ability to, among other things, incur certain liens securing indebtedness, engage in certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of the Company’s assets. The terms of the Notes also require the Company to make an offer to repurchase Notes upon a Change of Control Triggering Event (as defined in the Eleventh Supplemental Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest.
The Company expects to use the net proceeds from the offering of the Notes for general corporate purposes, which may include, without limitation, working capital, capital expenditures, investments in or loans to our subsidiaries or joint ventures, repayment of our existing indebtedness or funding possible acquisitions.
The foregoing is a summary of the material terms and conditions of the Indenture and the Notes. Accordingly, the foregoing is qualified in its entirety by reference to the full text of (i) the Original Indenture, which is set forth in its entirety and filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 18, 2008, (ii) the First Supplemental Indenture, which is set forth in its entirety and filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 18, 2008, (iii) the Eleventh Supplemental Indenture, which is set forth in its entirety and filed as Exhibit 4.3 to this Current Report on Form 8-K, and (iv) forms of the Notes, which are filed as Exhibit 4.4 and Exhibit 4.5, respectively, to this Current Report on Form 8-K, each of which is incorporated herein by reference. The opinion of the Company’s counsel as to the validity of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
