Item 1.01 Entry into a Material Definitive Agreement.
Senior notes and Indenture
On
The notes were issued pursuant to the Indenture, dated as of
Principal, Maturity and Interest. The Company issued
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)
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)
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)
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
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
The credit facility consists of a
Item 1.02 Termination of a Material Definitive Agreement.
On
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
• 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 ofPricewaterhouseCoopers 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
For Against Abstain Broker Non-Votes 101,892,617 4,483,626 97,152 - 4
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 4.1 Indenture, dated as ofFebruary 13, 2020 , betweenPTC Inc. andWells 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 andJPMorgan Chase Bank, N.A ., as administrative agent. 104 Cover Page Interactive Data File (formatted as Inline XBRL). 5
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