Ptc Inc 8-K, filed Mar 31, 2020
Ptc Inc. (PTC)
8-K
2020-03-31
For: 2020-03-25
View Original
Added on
April 10, 2026
About this 8-K
Ptc Inc filed this 8-K on March 31, 2020, reporting on events of March 25, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(D) of The Securities Exchange Act of
1934
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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):
Securities
registered pursuant to Section 12(b) of the Act:
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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
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☐
Section 8 – Other Events
Item
8.01
Other
Events
6.000%
Senior Notes due 2024
On
March 25, 2020, PTC Inc. called (the "Notice") $500 million of
the outstanding aggregate principal amount of the 6.000% Senior
Notes due 2024 issued by PTC Inc. (the “Notes”) for
redemption with a redemption date of May 15, 2020 (the
“Redemption Date”). The redemption price for the Notes
is 103.000% of the aggregate principal amount of the Notes, plus
accrued and unpaid interest thereon to, but excluding, the
Redemption Date. The Notice is irrevocable. The Notes were issued
pursuant to the Indenture, dated as of May 12, 2016, between PTC
Inc. and The Bank of New York Mellon, as trustee (the
“Trustee”), as supplemented by the First Supplemental
Indenture, dated as of May 12, 2016, between PTC Inc. and the
Trustee.
A copy
of the Notice of Redemption dated March 25, 2020 is attached hereto
as Exhibit 99.1.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
Notice of
Redemption dated March 25, 2020.
104
Cover Page
Interactive Data File (embedded within the Inline XBRL
document).
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.
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PTC
Inc.
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Date:
March 31, 2020
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By:
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/s/
Catherine Gorecki
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Catherine
Gorecki
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Senior
Vice President, Assistant Secretary
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Exhibit 99.1
NOTICE OF FULL REDEMPTION
PTC INC.
6.000% Senior Notes due 2024
CUSIP No. 69370CAA8
NOTICE IS HEREBY GIVEN TO THE
HOLDERS of the above-referenced Notes
Pursuant to Section
3.02 of the Indenture, dated as of May 12, 2016 (the “Base
Indenture”), between PTC Inc. (the “Issuer”) and
The Bank of New York Mellon, as trustee (the
“Trustee”), as supplemented by the First Supplemental
Indenture, dated as of May 12, 2016 (together with the Base
Indenture, the “Indenture”), between the Issuer and the
Trustee, relating to the above-referenced 6.000% Senior Notes due
2024 (the “Notes”), the Issuer has elected to redeem
and will redeem in full on May 15, 2020 (the “Redemption
Date”) all $500,000,000 outstanding aggregate principal
amount of the Notes at a redemption price (the “Redemption
Price”) equal to 103.000% of the aggregate principal amount
of the Notes, plus accrued and unpaid interest thereon to, but
excluding, the Redemption Date. Capitalized terms used but not
defined herein shall have the meanings given them in the
Indenture.
Holders
of the Notes will be paid the Redemption Price upon presentation
and surrender of their Notes for redemption to the Paying Agent at
the address indicated below or, in the case of book-entry Notes,
presentation in accordance with the procedures of the Depository
Trust Company (“DTC”). Notes called for redemption must
be so surrendered in order to collect the Redemption Price. The
address for delivery of the Notes is as follows:
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Registered
Mail Only:
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First
Class/Certified/Express Delivery:
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By Hand
Only:
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The
Bank of New York Mellon
Global
Corporate Trust
101
Barclay Street, 1st Floor
New
York, NY 10286
Attn:
Corporate Trust Window
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The
Bank of New York Mellon
Global
Corporate Trust
P.O.
Box 396
East
Syracuse, NY 13057
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The
Bank of New York Mellon
Global
Corporate Trust
111
Sanders Creek Parkway
East
Syracuse, NY 13057
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On the
Redemption Date, the Redemption Price will become due and payable
on the Notes to the Paying Agent and, unless the Issuer defaults in
the payment of the Redemption Price, interest on the Notes shall
cease to accrue on and after the Redemption Date and the only
remaining right of the Holders of the Notes is to receive payment
of the Redemption Price upon surrender to the Paying Agent of the
Notes redeemed. If any Note contains a CUSIP or ISIN number, no
representation is made as to the correctness or accuracy of such
numbers either as printed on the Notes or as contained in this
Notice of Redemption.
IMPORTANT TAX INFORMATION
Under
current United States federal income tax law, backup withholding,
at a rate of 24%, generally may apply to the payment of gross
redemption proceeds, unless (i) in the case of a holder that is a
United States person (as determined for U.S. federal income tax
purposes), the Paying Agent has received a properly completed IRS
Form W-9 setting forth the holder’s taxpayer identification
number, or (ii) the holder otherwise establishes an exemption. A
holder that is not a United States person (as determined for U.S.
federal income tax purposes) generally may establish an exemption
from backup withholding by providing to the Paying Agent an IRS
Form W-8BEN or W-8BEN-E (or other applicable form), upon which it
certifies its foreign status.
* * * *
*
PTC
Inc.
By:
The
Bank of New York Mellon, as Trustee
Dated March 25, 2020
Active.34376228.4