Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
October 30 2020 - 3:43PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2020
Commission
File Number 001-16429
ABB
Ltd
(Translation
of registrant’s name into English)
Affolternstrasse 44,
CH-8050, Zurich, Switzerland
(Address
of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a
Form 6-K if submitted solely to provide an attached annual report to
security holders.
Indication by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of
a Form 6-K if submitted to furnish a report or other document that the
registrant foreign private issuer must furnish and make public under the laws
of the jurisdiction in which the registrant is incorporated, domiciled or
legally organized (the registrant’s “home country”), or under the rules of
the home country exchange on which the registrant’s securities are traded, as
long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form 6-K
submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934.
If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
This Form 6-K consists of the following:
1. Press release issued by ABB Ltd dated October 30,
2020, titled “ABB announces total consideration for Tender Offer for 3.800%
notes due 2028 and 4.375% notes due 2042”.
2
—
ZURICH, SWITZERLAND, OCTOBER 30, 2020
ABB
announces total consideration for Tender Offer for 3.800% notes due 2028 and
4.375% notes due 2042
ABB Ltd
(ABBN: SIX Swiss Ex) (“ABB”) announced today the applicable total consideration
for the 3.800% Notes due 2028 (CUSIP No. 00037B AF9) and 4.375% Notes due 2042
(CUSIP No. 00037B AC6) (collectively, the “Notes”), subject to the previously
announced cash tender offer by ABB Finance (USA) Inc (the “Offer”). The
applicable total consideration for the Offer was calculated by the dealer
managers (as specified below) at 10:00 a.m. New York City time, today.
The Offer is
being made on the terms and subject to the conditions set forth in the Offer to
Purchase, dated October 26, 2020 (the “Offer to Purchase”).
The
consideration for each $1,000 principal amount of each series of Notes validly
tendered at or prior to the Expiration Date or the Guaranteed Delivery Date and
not validly withdrawn (each, a “Total Consideration”), is set forth in the
table below. In addition to the applicable Total Consideration, holders whose
Notes of a given series are accepted for purchase will be paid accrued and
unpaid interest on such Notes to, but not including, November 4, 2020, which is
expected to be the Settlement Date for the Offer.
The table below sets forth certain information regarding the Notes
and the Offer.
|
|
Reference Treasury Security
|
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Fixed Spread (basis points)
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Total Consideration for $1,000 Principal Amount
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3.800% Notes due
April 2028
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00037B AF9 / US00037BAF94
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0.625% U.S. Treasury
Notes due August 15, 2030
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0.842%
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15
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$1,193.72
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4.375% Notes
due May 2042
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00037B
AC6 / US00037BAC63
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1.25% U.S.
Treasury Notes due May 15, 2050
|
1.625%
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80
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$1,325.34
|
The Offer
will expire at 5:00 p.m., New York City time, on October 30, 2020 (such time
and date, as it may be extended, the “Expiration Time”), unless extended or earlier
terminated by the Issuer. Any Notes tendered may be withdrawn at any time at or
before the Expiration Time by following the procedures described in the Offer
to Purchase. Results of the Offer will be announced on November 2, 2020.
The Issuer’s
obligation to accept for purchase and to pay for Notes that have been validly
tendered and not validly withdrawn pursuant to the Offer is subject to the
satisfaction or waiver, in the Issuer’s discretion, of certain conditions,
which are more fully described in the Offer to Purchase. The complete terms and
conditions of the Offer are set forth in the Offer to Purchase. Holders of the
Notes are urged to read the Offer to Purchase carefully. Capitalized terms used
here and not defined have the meanings ascribed to them in the Offer to Purchase.
The Issuer
has retained D.F. King & Co., Inc. as the tender agent and information
agent (the “Information Agent”) for the Offer. The Issuer has retained Merrill
Lynch International and HSBC Bank plc as the dealer managers for the Offer.
Holders who
would like additional copies of the Offer to Purchase may call or email the
Information Agent at (212) 269-5550 (banks and brokers), (800) 317-8033 (all
others) or abb@dfking.com. Copies of the Offer to Purchase are also available
at the following website: https://sites.dfkingltd.com/abb. Questions regarding
the terms of the Offer should be directed to HSBC Bank plc at +44 20 7992 6237
(Europe), +1 888 HSBC 4LM (toll free), +1 212 525 5552 (collect) or
liability.management@hsbcib.com or to Merrill Lynch International at
+44-20-7996-5420 (Europe), +1 (888) 292-0070 (toll free), +1 (980) 387-3907
(collect) or DG.LM-EMEA@bofa.com.
This press
release shall not constitute an offer to buy or a solicitation of an offer to
sell any Notes. The Offer is being made solely pursuant to the Offer to
Purchase. The Offer is not being made to holders of Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In any jurisdiction in
which the securities laws or blue sky laws require the Offer to be made by a
licensed broker or dealer, the Offer will be deemed to be made on behalf of the
Issuer by one or more registered brokers or dealers that are licensed under the
laws of such jurisdiction.
ABB is a leading global technology company that energizes the
transformation of society and industry to achieve a more productive,
sustainable future. By connecting software to its electrification, robotics,
automation and motion portfolio, ABB pushes the boundaries of technology to
drive performance to new levels. With a history of excellence stretching back
more than 130 years, ABB’s success is driven by about 110,000 talented employees
in over 100 countries. More information about ABB can be found at
https://global.abb/group/en/investors.
Important notice about forward-looking information
This press release includes both historical and forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are not historical facts, but only predictions and generally can be
identified by use of statements that include phrases such as “will,” “may,”
“should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,”
“project,” “estimate,” “intend,” or other words or phrases of similar import.
Similarly, statements that describe the Issuer’s objectives, plans or goals
also are forward-looking statements. These forward-looking statements are
subject to risks and uncertainties which could cause actual results to differ
materially from those currently anticipated. Factors that could materially
affect these forward-looking statements can be found in ABB’s periodic reports
filed with the SEC. Holders are urged to consider these factors carefully in
evaluating the forward-looking statements and are cautioned not to place undue
reliance on these forward-looking statements. The forward-looking statements
speak only to the date on which they were made, and neither ABB nor the Issuer
undertake any obligation to update publicly these forward-looking statements to
reflect new information, future events or otherwise. In light of these risks,
uncertainties and assumptions, the forward-looking events might or might not
occur. The issuer cannot assure you that projected results or events will be
achieved.
—
|
For
more information please contact:
|
Media Relations
Phone: +41 43 317 71 11
Email:
media.relations@ch.abb.com
|
Investor Relations
Phone: +41 43 317 71
11
Email: investor.relations@ch.abb.com
|
ABB
Ltd
Affolternstrasse 44
8050 Zurich
Switzerland
|
ABB ANNOUNCES TOTAL
CONSIDERATION FOR TENDER OFFER FOR 3.800% NOTES DUE 2028 AND 4.375% NOTES DUE
2042
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2/2
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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,
thereunto duly authorized.
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ABB LTD
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Date: October 30, 2020.
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By:
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/s/ Jessica Mitchell
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Name:
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Jessica Mitchell
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Title:
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Group Senior Vice President and
Head of Investor Relations
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Date: October 30, 2020.
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By:
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/s/ Richard A. Brown
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Name:
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Richard A. Brown
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Title:
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Group Senior Vice President and
Chief Counsel Corporate & Finance
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