PPG INDUSTRIES INC false 0000079879 0000079879 2019-08-15 2019-08-15 0000079879 us-gaap:CommonStockMember 2019-08-15 2019-08-15 0000079879 ppg:M0.000NotesDue2019Member 2019-08-15 2019-08-15 0000079879 ppg:M0.875NotesDue2022Member 2019-08-15 2019-08-15 0000079879 ppg:M0.875NotesDue2025Member 2019-08-15 2019-08-15 0000079879 ppg:M1.400NotesDue2027Member 2019-08-15 2019-08-15

 

 

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) August 15, 2019

 

PPG INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

Pennsylvania

 

001-1687

 

25-0730780

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

     

One PPG Place, Pittsburgh, Pennsylvania

 

15272

(Address of principal executive offices)

 

(Zip code)

(412) 434-3131

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

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.):

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 Exchange Act:

Title of Each Class

 

Trading

Symbol

 

Name of Each Exchange

on Which Registered

Common Stock, par value $1.662/3

 

PPG

 

New York Stock Exchange

0.000% Notes due 2019

 

PPG 19

 

New York Stock Exchange

0.875% Notes due 2022

 

PPG 22

 

New York Stock Exchange

0.875% Notes due 2025

 

PPG 25

 

New York Stock Exchange

1.400% Notes due 2027

 

PPG 27

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 1.01. Entry into a Material Definitive Agreement.

On August 15, 2019, PPG Industries, Inc. (the “Company”) completed a public offering of $300,000,000 aggregate principal amount of its 2.400% Notes Due 2024 (the “2024 Notes”) and $300,000,000 aggregate principal amount of its 2.800% Notes Due 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Notes”). The Notes were offered by the Company pursuant to its Registration Statement on Form S-3 (File No. 333-232895) filed with the Securities and Exchange Commission on July 30, 2019 and the Prospectus included therein, as supplemented by a Prospectus Supplement dated August 6, 2019 and filed with the Securities and Exchange Commission on August 7, 2019.

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 Eighth Supplemental Indenture, dated as of August 15, 2019, between the Company and the Trustee (the “Eighth 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 the Notes upon a Change of Control Triggering Event (as defined in the Eighth Supplemental Indenture) at a price equal to 101% of their principal amount plus accrued and unpaid interest.

The Company intends to use the net proceeds from the public offering of the Notes for general corporate purposes, which may include (i) working capital, (ii) capital expenditures, (iii) investments in or loans to our subsidiaries or joint ventures, (iv) the repayment, redemption or refinancing of debt, (v) the redemption or repurchase of our outstanding securities, (vi) funding of possible acquisitions, and (vii) satisfaction of other obligations of the Company. Pending any use of the net proceeds of the public offering of the Notes, the net proceeds may be invested in short-term instruments.

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 Eighth 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) the forms of the 2024 Notes and the 2029 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number

   

Description

         
 

    4.1

   

Indenture, dated as of March 18, 2008, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., was filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.

         
 

    4.2

   

First Supplemental Indenture, dated as of March 18, 2008, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., was filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on March 18, 2008.

         
 

    4.3

   

Eighth Supplemental Indenture, dated as of August 15, 2019, between PPG Industries, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee.

         
 

    4.4

   

Form of 2.400% Notes Due 2024 (included in Exhibit 4.1 hereto).


         
 

    4.5

   

Form of 2.800% Notes Due 2029 (included in Exhibit 4.1 hereto).

         
 

    5.1

   

Opinion of K&L Gates LLP.

         
 

  23.1

   

Consent of K&L Gates (included in Exhibit 5.1 hereto).

         
 

   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: August 15, 2019

 

 

 

PPG INDUSTRIES, INC.

 

 

 

(Registrant)

             

 

 

By:

 

/s/ Vincent J. Morales

 

 

 

Vincent J. Morales

 

 

 

Senior Vice President and Chief Financial Officer

Exhibit 4.3

PPG INDUSTRIES, INC.

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

 

 

EIGHTH SUPPLEMENTAL INDENTURE

Dated August 15, 2019

to

Indenture

Dated as of March 18, 2008

 

 

 


EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 15, 2018, between PPG INDUSTRIES, INC., a Pennsylvania corporation (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee”).

Capitalized terms used herein and not otherwise defined herein have the meanings assigned to those terms in the Indenture unless otherwise indicated.

R E C I T A L S

WHEREAS, the Company executed and delivered an indenture dated as of March 18, 2008 (the “Indenture”) between the Company and the Trustee (formerly known as The Bank of New York Trust Company, N.A.);

WHEREAS, the Company executed and delivered a first supplemental indenture dated as of March 18, 2008 between the Company and the Trustee;

WHEREAS, the Company executed and delivered a second supplemental indenture dated as of November 12, 2010 between the Company and the Trustee;

WHEREAS, the Company executed and delivered a third supplemental indenture dated as of August 3, 2012 between the Company and the Trustee;

WHEREAS, the Company executed and delivered a fourth supplemental indenture dated as of November 12, 2014 between the Company and the Trustee;

WHEREAS, the Company executed and delivered a fifth supplemental indenture dated as of March 13, 2015 between the Company and the Trustee;

WHEREAS, the Company executed and delivered a sixth supplemental indenture dated as of November 3, 2016 between the Company and the Trustee;

WHEREAS, the Company executed and delivered a seventh supplemental indenture dated as of February 27, 2018 between the Company and the Trustee;

WHEREAS, Section 9.01 of the Indenture provides that the Company and the Trustee may enter into one or more indentures supplemental to the Indenture, without the consent of any Holders, to add, among other things, covenants and agreements of the Company to be observed thereafter for the protection of the Holders of all or any series of Securities and to establish the terms of any series of Securities;

WHEREAS, the Company desires to issue two series of Securities, the $300,000,000 2.400% Notes due 2024 (the “2024 Notes”) and the $300,000,000 2.800% Notes due 2029 (the “2029 Notes” and together with the 2024 Notes, the “Notes”); and


WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein, the parties hereto hereby agree as follows:

ARTICLE I

TERMS AND CONDITIONS

Section 1.01. Terms and Conditions. The terms and characteristics of the 2024 Notes and the 2029 Notes shall be as follows (the numbered clauses set forth below corresponding to the numbered subsections of Section 3.01 of the Indenture, with terms used and not defined herein having the meanings specified in the Indenture):

 

  (1)

the titles of the 2024 Notes and the 2029 Notes shall be “$300,000,000 2.400% Notes due 2024,” and “$300,000,000 2.800% Notes due 2029,” respectively; the CUSIP number and ISIN number for the 2024 Notes are 693506BQ9 and US693506BQ91, respectively; and the CUSIP number and ISIN number for the 2029 Notes are 693506BR7 and US693506BR74, respectively;

 

  (2)

the aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture shall be limited to $300,000,000 for the 2024 Notes and $300,000,000 for the 2029 Notes; provided, however, that such authorized aggregate principal amount may from time to time be increased above such amount by an Establishment Action to such effect;

 

  (3)

not applicable;

 

  (4)

the dates on which the principal shall be payable on the 2024 Notes and the 2029 Notes shall be August 15, 2024 and August 15, 2029, respectively;

 

  (5)

the 2024 Notes and the 2029 Notes shall bear interest at the rates of 2.400% and 2.800% per annum, respectively. Interest shall accrue from the original issue date of the Notes. The Interest Payment Dates on which such interest on the Notes will be payable shall be February 15 and August 15 of each year, commencing on February 15, 2020. The regular record date for the determination of Holders to whom interest is payable on any such Interest


  Payment Date shall be February 1 and August 1, as the case may be (in each case whether or not a business day) immediately preceding the related Interest Payment Date;

 

  (6)

the principal of and any premium or interest on any Notes shall be payable at the office or agency of the Company maintained for that purpose at the Corporate Trust Office of the Trustee, currently located at The Bank of New York Mellon Trust Company, N.A., 2 North LaSalle Street, 7th Floor, Chicago, IL 60602;

 

  (7)

Prior to July 15, 2024 (the date that is one month prior to the scheduled maturity date of the 2024 Notes), the 2024 Notes will be redeemable in whole or in part, at the Company’s option, at any time and from time to time at a redemption price, as determined by the Company, equal to the greater of (i) 100% of the principal amount of the 2024 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 15 basis points, plus accrued interest thereon to the date of redemption.

On or after July 15, 2024 (the date that is one month prior to the scheduled maturity date of the 2024 Notes), the Company may redeem some or all of the 2024 Notes, in whole or in part, at the Company’s option, at any time and from time to time at a redemption price equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued interest thereon to the date of redemption. The Company shall calculate the redemption price.

Prior to May 15, 2029 (the date that is three months prior to the scheduled maturity date of the 2029 Notes), the 2029 Notes will be redeemable in whole or in part, at the Company’s option, at any time and from time to time at a redemption price, as determined by the Company, equal to the greater of (i) 100% of the principal amount of the 2029 Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below), plus 20 basis points, plus accrued interest thereon to the date of redemption.


On or after May 15, 2029 (the date that is three months prior to the scheduled maturity date of the 2029 Notes), the Company may redeem some or all of the 2029 Notes, in whole or in part, at the Company’s option, at any time and from time to time at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed, plus accrued interest thereon to the date of redemption. The Company shall calculate the redemption price.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount equal to the Comparable Treasury Price for such redemption date).

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations, as determined by the Company, for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Independent Investment Banker” means one of the Reference Treasury Dealers that the Company appoints.

“Reference Treasury Dealer” means J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and a Primary Treasury Dealer selected by PNC Capital Markets LLC, and their respective successors, and two other nationally recognized investment banking firms selected by the Company that are primary U.S. Government securities dealers; provided, however, that if any of the foregoing ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.


“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

Notice of any redemption will be mailed (or otherwise transmitted in accordance with The Depository Trust Company (“DTC”) procedures) at least 30 days but not more than 60 days before the redemption date to each Holder of the series of Notes to be redeemed.

Unless the Company defaults in payment of the applicable redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.

 

  (8)

not applicable;

 

  (9)

the Notes shall be issuable in minimum denominations of $2,000, and integral multiples of $1,000 in excess thereof;

 

  (10)

not applicable;

 

  (11)

not applicable;

 

  (12)

not applicable;

 

  (13)

not applicable;

 

  (14)

the Notes shall be subject to Sections 13.02 (Defeasance) and 13.03 (Covenant Defeasance) of the Indenture;

 

  (15)

(a) the Notes shall be issued in the form of one or more Global Securities; (b) the Depositary for such Global Securities shall be DTC; and (c) the procedures with respect to transfer and exchange of Global Securities shall be as set forth in the Indenture;

 

  (16)

not applicable;

 

  (17)

If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Notes as described above, the Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or integral multiples of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer, the Company shall be required to


offer payment in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be mailed (or otherwise transmitted in accordance with DTC procedures) to Holders of the Notes describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such Notes on the date specified in the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (or otherwise transmitted in accordance with DTC procedures) (a “Change of Control Payment Date”). The notice shall, if mailed (or otherwise transmitted in accordance with DTC procedures) prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

On each Change of Control Payment Date, the Company shall, to the extent lawful:

(A)    accept for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change of Control Offer;

(B)    deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and

(C)    deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of Notes being repurchased.

The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party purchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred


and is continuing on the Change of Control Payment Date an Event of Default, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control Offer provisions herein by virtue of any such conflict.

“Change of Control” shall mean the occurrence of any of the following: (i) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries, taken as a whole, to any Person, other than the Company or one of the Company’s subsidiaries; (ii) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any Person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (iii) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving Person or any direct or indirect parent company of the surviving Person immediately after giving effect to such transaction; (iv) the first day on which a majority of the members of the Company’s Board of Directors are not Continuing Directors; or (v) the adoption of a plan relating to the Company’s liquidation or dissolution. The term “Person,” as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.


“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

“Continuing Directors” means, as of any date of determination, any member of the Company’s Board of Directors who (i) was a member of such Board of Directors on the date the Notes were issued or (ii) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement rating agency or Rating Agencies selected by the Company.

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Rating Agencies” means (i) each of Moody’s and S&P; and (ii) if either Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of the Company’s Board of Directors delivered to the Trustee) as a replacement agency for Moody’s or S&P, or all of them, as the case may be.

“Rating Event” means the rating on the Notes is lowered by each of the Rating Agencies and the Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any day during the period (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control. The Trustee shall have no duty or responsibility to monitor any ratings on the Notes.


“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.

“Voting Stock” means, with respect to any specified “Person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such Person that is at the time entitled to vote generally in the election of the board of directors of such Person;

 

  (18)

Any Add On Securities to the Notes shall be fungible with the previously outstanding Notes for U.S. federal income tax purposes or be issued under a different CUSIP number.

ARTICLE II

AMENDMENTS TO THE INDENTURE APPLICABLE ONLY TO THE NOTES

Section 2.01. Section 1.05 of the Indenture. Section 1.05 of the Indenture is hereby amended with respect to the Notes by adding the following at the end of the Section:

“The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event or any other communication (including any notice of redemption or repurchase) to a holder of


a Global Security (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or its designee, including by electronic mail in accordance with accepted practices at the Depositary.”

Section 2.02    Section 1.14 of the Indenture. Section 1.14 of the Indenture is hereby amended in its entirety with respect to the Notes to state:

“Section 1.14 Waiver of Jury Trial.

EACH OF THE COMPANY, THE HOLDERS AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.”

Section 2.03    Section 1.16 of the Indenture. Section 1.16 of the Indenture is hereby added to the Indenture with respect to the Notes to state:

“Section 1.16 Submission to Jurisdiction.

The Company hereby irrevocably submits to the jurisdiction of any New York State court sitting in the Borough of Manhattan in the City of New York or any federal court sitting in the Southern District in the Borough of Manhattan in the City of New York in respect of any suit, action or proceeding arising out of or relating to this Indenture and the Notes, and irrevocably accepts for itself and in respect of its property, generally and unconditionally, jurisdiction of the aforesaid courts.”

Section 2.04 Section 6.02 of the Indenture. Section 6.02(i) and (j) of the Indenture are hereby amended in their entirety with respect to the Notes to state:

“(i) The Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has received written notice of any event which is in fact such a default at the Corporate Trust Office of the Trustee, and such notice references the particular Securities and this Indenture.

(j) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.”


Section 2.05    Section 11.03 of the Indenture. The first paragraph of Section 11.03 of the Indenture is hereby amended in its entirety with respect to the Notes to state:

“If less than all the Securities of any series are to be redeemed (unless all of the Securities of such series and of a specified tenor are to be redeemed), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date, from the Outstanding Securities of such series not previously called for redemption, in accordance with applicable Depositary procedures and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for Securities of that series or any integral multiple thereof) of the principal amount of Securities of such series of a denomination larger than the minimum authorized denomination for Securities of that series. If less than all of the Securities of such series and of a specified tenor are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.”

ARTICLE III

MISCELLANEOUS

Section 3.01. Effect of Supplemental Indenture. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes; and every Holder of Securities heretofore or hereafter authenticated and delivered under the Indenture shall be bound thereby.

Section 3.02. Indenture Remains in Full Force and Effect. Except as supplemented and amended hereby, all provisions in the Indenture shall remain in full force and effect.

Section 3.03. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

Section 3.04. Confirmation of Indenture. The Indenture, as supplemented and amended by this Supplemental Indenture, is in all respects confirmed and ratified.

Section 3.05. Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof


which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

Section 3.06. Separability. In case any one or more of the provisions contained in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.07. Successors and Assigns. All agreements in this Supplemental Indenture shall be binding upon and inure to the benefit of the respective successors and assigns of the Company and the Trustee.

Section 3.08. Certain Duties and Responsibilities of the Trustee. In entering into this Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee, for itself and its successor or successors, accepts the terms of the Indenture as amended by this Supplemental Indenture, and agrees to perform the same, but only subject to the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define and limit its liabilities and responsibilities in the performance of the trust created by the Indenture. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The recitals and statements herein are deemed to be those of the Company and not of the Trustee.

Section 3.09. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 3.10. Counterparts. This Supplemental Indenture may be executed in any number of separate counterparts by the parties hereto, each of which, when so executed and delivered, shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

Section 3.11. FATCA. In order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture and Notes in effect from time to time (“Applicable Law”) that a non-U.S. financial institution, issuer, trustee, paying agent or other party is or has agreed to be subject to, the Issuer agrees (i) to provide to the Trustee and any paying agent sufficient information about the parties and/or transactions (including any modification to the terms of such transactions) so the Trustee and any paying agent can determine whether any of them has tax related obligations under Applicable Law, (ii) that the Trustee and


any paying agent shall be entitled to make any withholding or deduction from payments to the extent necessary to comply with Applicable Law for which the Trustee and any paying agent shall not have any liability and (iii) to indemnify and hold harmless the Trustee and any paying agent for any losses any of them may suffer due to the actions it takes to comply with Applicable Law. Subsection (iii) shall survive the termination of the Indenture, payment in full of the Notes, and the resignation or removal of the Trustee and any paying agent.

[Signature Page Follows]


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, as of the day and year first written above.

 

PPG INDUSTRIES, INC.
By:  

/s/ John A. Jankowski

Name:  

John A. Jankowski

Title:   Vice President and Treasurer

 

THE BANK OF NEW YORK MELLON TRUST

     COMPANY, N.A., as Trustee

By:  

/s/ Karen Yu

Name:   Karen Yu
Title:   Vice President

Exhibit 5.1

 

LOGO

August 15, 2019

PPG Industries, Inc.

One PPG Place

Pittsburgh, Pennsylvania 15272

Ladies and Gentlemen:

We have acted as transaction counsel to PPG Industries, Inc., a Pennsylvania corporation (the “Company”), in connection with the issuance and sale by the Company of $300,000,000 aggregate principal amount of its 2.400% Notes Due 2024 (the “2024 Notes”) and $300,000,000 aggregate principal amount of its 2.800% Notes Due 2029 (together with the 2024 Notes, the “Notes”) pursuant to the Underwriting Agreement (the “Underwriting Agreement”), dated August 6, 2019, among the Company and J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and PNC Capital Markets LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”). The Notes are being offered and sold to the Underwriters in an offering registered under the Securities Act of 1933, as amended (the “Securities Act”).

The following documents are referred to collectively in this opinion letter as the “Transaction Documents”:

 

  1.

The Underwriting Agreement;

 

  2.

The Indenture, dated as of March 18, 2008 (as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth Supplemental Indenture, the Sixth Supplemental Indenture, and the Seventh Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”);

 

  3.

The First Supplemental Indenture (the “First Supplemental Indenture”), dated as of March 18, 2008, between the Company and the Trustee;

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PPG Industries, Inc.

August 15, 2019

Page 2

 

  4.

The Second Supplemental Indenture (the “Second Supplemental Indenture”), dated as of November 12, 2010, between the Company and the Trustee;

 

  5.

The Third Supplemental Indenture (the “Third Supplemental Indenture”), dated as of August 3, 2012, between the Company and the Trustee;

 

  6.

The Fourth Supplemental Indenture (the “Fourth Supplemental Indenture”), dated as of November 12, 2014, between the Company and the Trustee;

 

  7.

The Fifth Supplemental Indenture (the “Fifth Supplemental Indenture”), dated as of March 13, 2015, between the Company and the Trustee; and

 

  8.

The Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”), dated as of November 3, 2016, between the Company and the Trustee.

 

  9.

The Seventh Supplemental Indenture (the “Seventh Supplemental Indenture”), dated as of February 27, 2018, between the Company and the Trustee.

 

  10.

The Eighth Supplemental Indenture (the “Eighth Supplemental Indenture”), dated as of August 15, 2019, between the Company and the Trustee.

In connection with rendering the opinions set forth below, we have examined (i) the Registration Statement on Form S-3 (File No. 232895) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on July 30, 2019, relating to an unspecified aggregate initial offering price or number of securities of the Company; (ii) the Prospectus, dated July 30, 2019, as supplemented by the accompanying Preliminary Prospectus Supplement, dated August 6, 2019, relating to the Notes, as filed with the Commission on August 6, 2019 pursuant to Rule 424(b) under the Securities Act, including all material incorporated by reference therein; (iii) the Final Term Sheet relating to the Notes, as filed with the Commission on August 6, 2019 pursuant to Rule 433 under the Securities Act; (iv) the Prospectus, dated July 30, 2019, as supplemented by the accompanying Prospectus Supplement, dated August 6, 2019, reflecting the final terms of the Notes and the terms of the offering thereof, as filed with the Commission on August 7, 2019 pursuant to Rule 424(b) under the Securities Act, including all material incorporated by reference therein (the “Prospectus”); (v) the Transaction Documents; (vi) the Company’s Restated Articles of Incorporation and Amended and Restated Bylaws; and (vii) resolutions adopted by the Board of Directors of the Company on July 17-18, 2019 relating to the issuance and sale of the Notes by the Company. We also have made such investigation of law as we have deemed appropriate.

For the purposes of this opinion letter, we have made the assumptions that (i) each document submitted to us is accurate and complete; (ii) each such document that is an original is authentic; (iii) each such document that is a copy conforms to an authentic original; and (iv) all signatures on each such document are genuine. We also have assumed for purposes of this

 


PPG Industries, Inc.

August 15, 2019

Page 3

 

opinion letter (i) the legal capacity of natural persons; (ii) that each party to each of the Transaction Documents has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make each Transaction Document to which it is a party enforceable against it; and (iii) that each party to each of the Transaction Documents has complied with all state and federal statutes, rules and regulations applicable to it arising out of the transactions set forth in the Transaction Documents to which it is a party. We have not verified any of the foregoing assumptions.

The opinions expressed in this opinion letter are limited to (i) the law of the State of New York; (ii) applicable federal securities laws of the United States; and (iii) the Pennsylvania Business Corporation Law. We are not opining on, and we assume no responsibility for, the applicability to or effect on any of the matters covered herein of any other laws, the laws of any county, municipality or other political subdivision or local governmental agency or authority.

Based on and subject to the foregoing and to the additional qualifications and other matters set forth below, it is our opinion that the Notes have been duly authorized, executed and delivered and, when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, will constitute valid and binding obligations of the Company, entitled to the benefits set forth in the Indenture (subject to the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors or secured parties generally, and to the exercise of judicial discretion in accordance with general principles of equity (whether applied by a court of law or equity)).

We express no opinion as to any provision in the Notes: (i) that purports to release, exculpate or exempt a party from, or require indemnification or contribution of a party for, liability for its own negligence or misconduct; (ii) that purports to allow any party to unreasonably interfere in the conduct of the business of another party; (iii) the effect of which is governed by laws other than the laws of the State of New York, the applicable federal securities laws of the United States or the Pennsylvania Business Corporation Law; (iv) that purports to require any party to pay any amounts due to another party without a reasonable accounting of the sums purported to be due; (v) that purports to prohibit the assignment of rights that may be assigned pursuant to applicable law regardless of an agreement not to assign such rights; (vi) that purports to require that amendments to any agreement be in writing; (vii) relating to powers of attorney, severability or set-off; (viii) that purports to select a particular forum; (ix) that purports to waive or modify a party’s equitable rights or obligation of good faith, fair dealing, diligence, reasonableness or due notice; and (x) providing that decisions by a party are conclusive or may be made in its sole discretion.

This opinion is limited to the matters stated in this letter, and no opinions may be implied or inferred beyond the matters expressly stated in this letter. This opinion is being given as of the date hereof and we assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur.

 


PPG Industries, Inc.

August 15, 2019

Page 4

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K, the incorporation by reference of this opinion into the Registration Statement and the reference to this firm under the headings “Validity of the Notes” and “Legal Matters” in the Prospectus forming a part thereof. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Yours truly,
/s/ K&L Gates LLP