8-K

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

Date of report (Date of earliest event reported)              March 25, 2020

PTC Inc.

(Exact Name of Registrant as Specified in Its Charter)

Massachusetts	0-18059	04-2866152
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

121 Seaport Boulevard, Boston, Massachusetts	02210
(Address of Principal Executive Offices)	(Zip Code)

(Registrant’s Telephone Number, Including Area Code)            (781) 370-5000

(Former Name or Former Address, if Changed Since Last Report)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $.01 par value per share	PTC	NASDAQ Global Select Market

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 pursuant to Section 13(a) of the Exchange Act. ☐

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

99.1

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.

	PTC Inc.
Date: March 31, 2020	By:	/s/ Catherine Gorecki
		Catherine Gorecki
		Senior Vice President, Assistant Secretary

EX-99.1

  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:

Registered Mail Only:	First Class/Certified/Express Delivery:	By Hand Only:
The Bank of New York Mellon Global Corporate Trust 101 Barclay Street, 1st Floor New York, NY 10286 Attn: Corporate Trust Window	The Bank of New York Mellon Global Corporate Trust P.O. Box 396 East Syracuse, NY 13057	The Bank of New York Mellon Global Corporate Trust 111 Sanders Creek Parkway East Syracuse, NY 13057

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

XML

Document and Entity Information	Mar. 25, 2020
Document and Entity Information [Abstract]
Entity Central Index Key	0000857005
Amendment Flag	false
Document Type	8-K
Document Period End Date	Mar. 25, 2020
Entity Registrant Name	PTC Inc.
Entity Incorporation, State or Country Code	MA
Entity File Number	0-18059
Entity Tax Identification Number	04-2866152
Entity Address, Address Line One	121 Seaport Boulevard
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	781
Local Phone Number	370-5000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	PTC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false