UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(D)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(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. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Symbols |
Name of each exchange on which registered | ||
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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. ☐
Section 8 – Other Events
Item 8.01 | Other Events |
On January 29, 2020, PTC Inc. (the “Company”) announced its intention to offer approximately $750 million aggregate principal amount of senior unsecured notes due 2025 and senior unsecured notes due 2028 (together, the “notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference. On January 30, 2020, the Company announced the pricing of its offering of $1 billion aggregate principal amount of the notes. A copy of the press release is filed as Exhibit 99.2 to this report and is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 |
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99.2 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL). |
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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.
PTC Inc. | ||||||
Date: January 30, 2020 |
By: |
/s/ Kristian Talvitie | ||||
Kristian Talvitie | ||||||
Executive Vice President, Chief Financial Officer |
3
Exhibit 99.1
PTC Launches Private Offering of $750 Million of Senior Notes
BOSTON January 29, 2020 PTC Inc. (NASDAQ: PTC)(PTC) today announced that it intends to offer $750 million aggregate principal amount of senior notes due 2025 and senior notes due 2028 (together, the notes) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). The proposed offering is subject to market and other conditions. PTC expects to use $530 million of the net proceeds of the offering of the notes to redeem all $500 million of its outstanding 6.000% Senior Notes due 2024, including the payment of premium and accrued and unpaid interest thereon, on or about May 15, 2020. PTC intends to use the remaining net proceeds to repay $210 million of the outstanding loans under its senior revolving credit facility at the closing of the offering of the notes. Pending the application of the net proceeds of the offering, PTC intends to invest $530 million of the net proceeds temporarily in money market funds, bank deposit accounts, investment grade securities or similar short-term investments.
The notes have not been, and will not be, registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The notes are being offered only to (i) persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and (ii) certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Nothing contained in this press release constitutes a notice of redemption of the 6.000% Senior Notes due 2024.
Forward-Looking Statements
This press release includes forward-looking statements about PTCs offering of notes and intended use of proceeds of the offering. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the results indicated in the forward-looking statements. Those risks and uncertainties include uncertainties relating to market conditions for corporate debt securities generally and for the securities of companies in our industry and for PTC in particular. There can be no assurance as to the completion, timing or size of the proposed offering. Other risks and uncertainties that could cause actual results to differ materially from those projected are detailed from time to time in reports we file with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Contacts
PTC
Corporate Communications
Jack McAvoy
jmcavoy@ptc.com
PTC
Investor Relations
Tim Fox
tifox@ptc.com
2
Exhibit 99.2
PTC Prices Private Offering of $1 Billion of Senior Notes
BOSTON January 30, 2020 PTC Inc. (NASDAQ: PTC)(PTC) today announced the pricing of the private offering of its $500 million aggregate principal amount of 3.625% Senior Notes due 2025 (the 2025 notes) and $500 million aggregate principal amount of 4.000% Senior Notes due 2028 (the 2028 notes and, together with the 2025 notes, the notes). The aggregate principal amount of the notes was increased from the previously announced offering size of $750 million. The offering is expected to close on February 13, 2020, subject to customary closing conditions.
Interest on the notes will be payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020.
PTC expects to use $530 million of the net proceeds of the offering of the notes to redeem all $500 million of its outstanding 6.000% Senior Notes due 2024, including the payment of premium and accrued and unpaid interest thereon, on or about May 15, 2020. PTC intends to use the remaining net proceeds to repay $457 million of the outstanding loans under its senior revolving credit facility at the closing of the offering of the notes. Pending the application of the net proceeds of the offering, PTC intends to invest $530 million of the net proceeds temporarily in money market funds, bank deposit accounts, investment grade securities or similar short-term investments.
The offering of the notes was made in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), only to (i) persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and (ii) certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The notes have not been, and will not be, registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Nothing contained in this press release constitutes a notice of redemption of the 6.000% Senior Notes due 2024.
Forward-Looking Statements
This press release includes forward-looking statements about PTCs offering of notes and intended use of proceeds of the offering. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the results indicated in the forward-looking statements. Those risks and uncertainties include uncertainties relating to market conditions for corporate debt securities generally and for the securities of companies in our industry and for PTC in particular. There can
be no assurance as to the completion of the proposed offering. Other risks and uncertainties that could cause actual results to differ materially from those projected are detailed from time to time in reports we file with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Contacts
PTC
Corporate Communications
Jack McAvoy
jmcavoy@ptc.com
PTC
Investor Relations
Tim Fox
tifox@ptc.com
2
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Cover [Abstract]
Security Exchange Name
NASDAQ
Amendment Flag
false
Entity Central Index Key
0000857005
Document Type
8-K
Document Period End Date
Jan. 29, 2020
Entity Registrant Name
PTC Inc.
Entity Incorporation State Country Code
MA
Entity File Number
0-18059
Entity Tax Identification Number
04-2866152
Entity Address, Address Line One
121 Seaport Boulevard
Entity Address, City or Town
Boston
Entity Address, State or Province
MA
Entity Address, Postal Zip Code
02210
City Area Code
(781)
Local Phone Number
370-5000
Written Communications
false
Soliciting Material
false
Pre Commencement Tender Offer
false
Pre Commencement Issuer Tender Offer
false
Security 12b Title
Common Stock, $.01 par valueper share
Trading Symbol
PTC
Entity Emerging Growth Company
false