Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-232895
May 18, 2022
€1,000,000,000
PPG INDUSTRIES, INC.
1.875% Notes due 2025
2.750% Notes due 2029
Issuer: | PPG Industries, Inc. | PPG Industries, Inc. | ||
Title of Securities: | 1.875% Notes due 2025 | 2.750% Notes due 2029 | ||
Long-Term Debt Ratings*: | A3/BBB+/A- (Stable/Stable/Negative) (Moody’s/S&P/Fitch) | A3/BBB+/A- (Stable/Stable/Negative) (Moody’s/S&P/Fitch) | ||
Format: | SEC Registered | SEC Registered | ||
Principal Amount Offered: | €300,000,000 | €700,000,000 | ||
Trade Date: | May 18, 2022 | May 18, 2022 | ||
Settlement Date (T+5)**: | May 25, 2022 | May 25, 2022 | ||
Maturity Date: | June 1, 2025 | June 1, 2029 | ||
Exchange Listing: | PPG Industries, Inc. intends to apply to list the Notes on the New York Stock Exchange. | PPG Industries, Inc. intends to apply to list the Notes on the New York Stock Exchange. | ||
Price to Public: | 99.741% of the principal amount offered | 99.735% of the principal amount offered | ||
Coupon: | 1.875% per annum | 2.750% per annum | ||
Yield to Maturity: | 1.964% | 2.792% | ||
Spread to Benchmark Security: | OBL + 145.1bps | DBR + 190.2 bps | ||
Benchmark Security: | OBL 0% due April 11, 2025 #181 | DBR 0.25% due February 15, 2029 | ||
Benchmark Security Spot and Yield: | 98.53%; 0.513% | 95.83%; 0.890% | ||
Mid-Swap Yield | 1.214% | 1.592% | ||
Spread to Mid-Swap | 75 bps | 120 bps | ||
Interest Payment Date: | June 1 of each year, commencing on June 1, 2023 | June 1 of each year, commencing on June 1, 2023 | ||
Make-Whole Call: | Prior to May 1, 2025 (the date that is one month prior to maturity), the greater of par or make-whole at the applicable Comparable Government Bond Rate (as defined in the prospectus supplement) plus 25 bps | Prior to April 1, 2029 (the date that is two months prior to maturity), the greater of par or make-whole at the applicable Comparable Government Bond Rate (as defined in the prospectus supplement) plus 30 bps | ||
Par Call: | On or after May 1, 2025 | On or after April 1, 2029 | ||
CUSIP/ISIN/Common Code: | 693506 BV8 / XS2484339499 / 248433949 | 693506 BW6 / XS2484340075 / 248434007 |
Day Count Convention: | Actual / Actual (ICMA) | Actual / Actual (ICMA) | ||
Joint Book-Running Managers: | BNP Paribas J.P. Morgan Securities plc Citigroup Global Markets Limited MUFG Securities EMEA plc PNC Capital Markets LLC | BNP Paribas J.P. Morgan Securities plc Citigroup Global Markets Limited MUFG Securities EMEA plc PNC Capital Markets LLC | ||
Senior Co-Managers: | Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A. Deutsche Bank AG, London Branch Goldman Sachs & Co. LLC HSBC Bank plc Intesa Sanpaolo S.p.A. Merrill Lynch International Mizuho International plc SMBC Nikko Capital Markets Limited Société Générale The Toronto-Dominion Bank UniCredit Bank AG U.S. Bancorp Investments, Inc. Wells Fargo Securities International Limited | Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A. Deutsche Bank AG, London Branch Goldman Sachs & Co. LLC HSBC Bank plc Intesa Sanpaolo S.p.A. Merrill Lynch International Mizuho International plc SMBC Nikko Capital Markets Limited Société Générale The Toronto-Dominion Bank UniCredit Bank AG U.S. Bancorp Investments, Inc. Wells Fargo Securities International Limited | ||
Co-Managers: | ANZ Securities, Inc. BNY Mellon Capital Markets, LLC Huntington Securities, Inc. ICBC Standard Bank Plc Morgan Stanley & Co. International plc Siebert William Shank & Co., LLC Danske Bank A/S ING Bank N.V., Belgian Branch Skandinaviska Enskilda Banken AB (publ) Standard Chartered Bank Truist Securities, Inc. | ANZ Securities, Inc. BNY Mellon Capital Markets, LLC Huntington Securities, Inc. ICBC Standard Bank Plc Morgan Stanley & Co. International plc Siebert William Shank & Co., LLC Danske Bank A/S ING Bank N.V., Belgian Branch Skandinaviska Enskilda Banken AB (publ) Standard Chartered Bank Truist Securities, Inc. |
* | An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such materials and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. |
** | We expect to deliver the securities described herein against payment on or about the Settlement Date, which will be the fifth business day following the date of the pricing of the securities (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the securities prior to the date of delivery will be required, by virtue of the fact that the securities initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers who wish to trade the securities prior to delivery should consult their own advisor. |
UK MiFIR professionals/ECPs-only/No PRIIPs KID: Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) or UK PRIIPs KID has been prepared as the Notes are not available to retail investors in the EEA or in the United Kingdom.
This final term sheet supplements, and should be read in conjunction with, the issuer’s preliminary prospectus supplement dated May 18, 2022 and accompanying prospectus dated February 24, 2020.
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This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer to buy securities described herein can be accepted, and no part of the purchase price thereof can be received, unless the person making such investment decision has received and reviewed the information contained in the relevant prospectus in making their investment decisions. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and accompanying prospectus related to that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BNP Paribas at +44 (0)20-7595-8222 or J.P. Morgan Securities plc collect at +44 (0)20 7134-2468.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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