UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On May 17, 2024, Illinois Tool Works Inc. (the “Company”) issued and sold (i) €650,000,000 in aggregate principal amount of 3.250% notes due May 17, 2028 (the “2028 Notes”) and (ii) €850,000,000 in aggregate principal amount of 3.375% notes due May 17, 2032 (the “2032 Notes” and together with the 2028 Notes, the “Notes”). The Notes were sold pursuant to an underwriting agreement dated May 14, 2024 (the “Underwriting Agreement”) among the Company and the several underwriters named therein (collectively, the “Underwriters”), for which Citigroup Global Markets Limited and J.P. Morgan Securities plc acted as representatives. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Notes were issued pursuant to the Company’s Registration Statement on Form S-3 (No. 333-273706) and the Prospectus included therein (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on August 4, 2023, and the Prospectus Supplement relating thereto dated May 14, 2024, and filed with the Commission on May 16, 2024. The Notes were issued under an Indenture dated as of November 1, 1986, as supplemented by a First Supplemental Indenture dated as of May 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (together, the “Indenture”), and an Officers’ Certificate containing the terms of the Notes. The Indenture, together with the Officers’ Certificate, sets forth the terms of the Notes and the obligations of the Company thereunder. A copy of the Officers’ Certificate is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
A copy of the opinion of Faegre Drinker Biddle & Reath LLP, counsel to the Company, relating to the legality of the Notes, is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement dated as of May 14, 2024, with the several underwriters named therein, for which Citigroup Global Markets Limited and J.P. Morgan Securities plc acted as representatives. | |
| 4.1 | Officers’ Certificate dated May 17, 2024, establishing the terms, and setting forth the forms, of the 3.250% Notes due 2028 and the 3.375% Notes due 2032. | |
| 5.1 | Opinion of Faegre Drinker Biddle & Reath LLP. | |
| 23.1 | Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1). | |
| 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.
| ILLINOIS TOOL WORKS INC. | ||||||
| Date: May 17, 2024 | ||||||
| By: | /s/ Randall J. Scheuneman | |||||
| Name: | Randall J. Scheuneman | |||||
| Title: | Vice President & Chief Accounting Officer | |||||