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
Number 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).
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