Item 1.01 Entry into a Material Definitive Agreement.

Senior notes and Indenture

On February 13, 2020, PTC Inc. (the "Company") closed the previously announced offering (the "Offering") of $500.0 million aggregate principal amount of its 3.625% Senior Notes due 2025 (the "2025 notes") and $500.0 million aggregate principal amount of its 4.000% Senior Notes due 2028 (the "2028 notes" and, together with the 2025 notes, the "notes").

The notes were issued pursuant to the Indenture, dated as of February 13, 2020 (the "Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"). A copy of the Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Principal, Maturity and Interest. The Company issued $500.0 million aggregate principal amount of the 2025 notes and $500.0 million aggregate principal amount of the 2028 notes on February 13, 2020. The notes are general, unsecured, senior obligations of the Company. The 2025 notes mature on February 15, 2025 and the 2028 notes mature on February 15, 2028. Interest on the notes accrues beginning on February 13, 2020 at a rate of 3.625% per annum for the 2025 notes and 4.000% per annum for the 2028 notes. Interest on the notes is payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2020, to holders of record for such notes on the immediately preceding February 1 and August 1.

Optional Redemption. The Company may, at its option and on one or more occasions, redeem all or part of the notes at any time prior to (i) February 15, 2022, in the case of the 2025 notes, and (ii) February 15, 2023, in the case of the 2028 notes, at a redemption price equal to 100% of the principal amount of such series of notes to be redeemed plus the relevant Applicable Premium (as defined in the Indenture) plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Company may, at its option and on one or more occasions, redeem up to 40% of each series of the notes with an amount equal to or less than the proceeds received from certain equity offerings prior to (i) February 15, 2022, in the case of the 2025 notes, and (ii) February 15, 2023, in the case of the 2028 notes, at the applicable redemption price set forth in the Indenture.

The Company may, at its option and on one or more occasions, redeem all or part of the notes at any time on or after (i) February 15, 2022, in the case of the 2025 notes, and (ii) February 15, 2023, in the case of the 2028 notes, at the applicable redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Change of Control. Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), the Company will be required to offer to repurchase the notes at a purchase price equal to 101% of the aggregate principal amount of such notes plus accrued and unpaid interest, if any, to but excluding the date of such purchase.

Covenants and Events of Default. The Indenture contains certain covenants, including, but not limited to, limitations and restrictions on the ability of the Company and its Subsidiaries (as defined in the Indenture) to (i) create liens on property to secure debt, (ii) enter into any Sale and Leaseback Transaction (as defined in the Indenture) with respect to any property, and (iii) merge, consolidate or amalgamate with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of their property. The Indenture also contains customary events of default. These covenants and events of default are subject to a number of important conditions, qualifications, exceptions and limitations.

Guarantees. The notes are not guaranteed by any of the Company's subsidiaries. After the issue date, the notes will be required to be guaranteed on a senior unsecured basis by any of the Company's domestic subsidiaries that becomes a guarantor of any Debt Facility (as defined in the Indenture) of the Company or any guarantor or Capital Markets Debt (as defined in the Indenture) issued by the Company or any guarantor, in each case, with an aggregate principal amount or commitment amount of $75.0 million or more.

The notes have not been and will not be registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.



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The descriptions and provisions of the Indenture set forth above are summaries only, are not complete and are qualified in their entirety by reference to the full and complete terms contained in the Indenture and the form of notes, copies of which are attached as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated herein by reference.

Third Amended and Restated Credit Agreement

On February 13, 2020, the Company entered into a Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as Administrative Agent (the "Credit Agreement"), for a new secured multi-currency bank credit facility with a syndicate of banks. The new credit facility replaced the Company's prior credit facility, as described in Item 1.02 below. As with the prior credit facility, the Company expects to use the new credit facility for general corporate purposes of the Company and its subsidiaries, including acquisitions of other businesses, and may also use it for working capital.

The credit facility consists of a $1 billion revolving credit facility, which may be increased by up to an additional $500 million in the aggregate if the . . .

Item 1.02 Termination of a Material Definitive Agreement.

On February 13, 2020, in connection with entering into the Credit Agreement described in Item 1.01, the Company terminated its second amended and restated credit agreement, dated September 13, 2018, as amended by Amendment No. 1 thereto, dated as of November 13, 2019, with JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto. The material terms of the terminated credit agreement and Amendment No. 1 thereto are described in Item 1.01 of the Company's Current Reports on Form 8-K filed on September 18, 2018 and November 13, 2019, respectively, and are incorporated herein by reference. Approximately $628,125,000 was outstanding under the prior credit agreement at the time of termination, which amount was repaid with $460,000,000 of proceeds from the Offering and a borrowing of approximately $168,125,000 outstanding under the new credit facility upon closing of the new credit facility.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders was held on February 12, 2020. Three proposals were before the meeting:



  • Elect eight directors to serve until the 2021 Annual Meeting of Stockholders;


     •  Advisory vote to approve the compensation of our named executive officers
        (Say-on-Pay);


     •  Advisory vote to confirm the selection of PricewaterhouseCoopers LLP as
        PTC's independent registered public accounting firm for the current fiscal
        year.

The votes with respect to the proposals are set forth below.

Elect Eight Directors to Serve until the 2021 Annual Meeting of Stockholders.



                         For                   Withheld                Broker Non-Votes

Janice Chaffin         98,880,933               3,004,828                      4,587,634
Phillip Fernandez     101,071,092                 814,669                      4,587,634
James Heppelmann      101,513,644                 372,117                      4,587,634
Klaus Hoehn           101,082,730                 803,031                      4,587,634
Paul Lacy              98,680,739               3,205,022                      4,587,634
Corinna Lathan        101,140,827                 744,934                      4,587,634
Blake Moret           101,398,423                 487,338                      4,587,634
Robert Schechter       99,589,906               2,295,855                      4,587,634


Advisory Vote to Approve the Compensation of Our Named Executive Officers
(Say-on-Pay).

   For           Against        Abstain      Broker Non-Votes
68,252,902      33,350,606      282,253         4,587,634

Advisory Vote to Confirm the Selection of PricewaterhouseCoopers LLP as PTC's Independent Registered Public Accounting Firm for the Current Fiscal Year.



    For           Against       Abstain      Broker Non-Votes
101,892,617      4,483,626      97,152              -


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Item 9.01. Financial Statements and Exhibits.




  (d) Exhibits.



  4.1         Indenture, dated as of February 13, 2020, between PTC Inc. and Wells
            Fargo Bank, National Association, as trustee.

  4.2         Form of 3.625% senior unsecured notes due 2025 (included with Exhibit
            4.1).

  4.3         Form of 4.000% senior unsecured notes due 2028 (included with Exhibit
            4.1).

  4.4         Third Amended and Restated Credit Agreement, by and among the Company,
            PTC (IFSC) Limited, the lenders listed thereto and JPMorgan Chase Bank,
            N.A., as administrative agent.

  104       Cover Page Interactive Data File (formatted as Inline XBRL).


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