Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
November 12 2020 - 02:06PM
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 November 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.
Notice of full redemption of
3.375% Notes due April 2023 issued by ABB Finance (USA) Inc. dated
November 12, 2020.
2.
Notice of full redemption of
5.625% Senior Notes due 2021 issued by ABB Installation Products
Inc. (formerly Thomas & Betts Corporation) dated November 12,
2020.
2
NOTICE OF FULL
REDEMPTION
ABB Finance (USA)
Inc.
3.375% Notes due April 2023
(CUSIP* No. 00037BAE2; ISIN* No.
US00037BAE20)
NOTICE IS HEREBY GIVEN TO
THE HOLDERS OF THE ABOVE-REFERENCED NOTES
Reference is hereby made to
the 3.375% Notes due April 2023 with an aggregate
principal amount of USD450,000,000 (the “Notes” with CUSIP*: 00037BAE2/
ISIN*: US00037BAE20), issued by ABB Finance (USA) Inc., a Delaware
corporation (the “Company”), and
guaranteed by ABB Ltd, the ultimate parent company of the Company
(the “Parent
Guarantor”), under an indenture
dated April 3, 2018 (the “Base
Indenture”), as supplemented by
a first supplemental indenture dated April 3, 2018 (the
“First Supplemental
Indenture”, and together with
the Base Indenture, the “Indenture”), among
the Company, the Parent Guarantor, and Deutsche Bank Trust Company
Americas, as trustee (the “Trustee”).
Pursuant to (i) Section
1104. of the Base Indenture, (ii) Section 2.5 of the First
Supplemental Indenture, and (iii) the Notes, the Company has
elected to redeem and will redeem on December 14, 2020 (the
“Redemption
Date”) all of the
then-outstanding Notes at a redemption price (the
“Redemption
Price”) as calculated in
Section 2.5 of the First Supplemental Indenture, equal
to:
the greater of (1) 100%
of the principal amount of the Notes to be redeemed, and
(2) as determined by the Quotation Agent, the sum of the
present values of the Remaining Scheduled Payments (as defined in
the First Supplemental Indenture, due until the 2023 Notes Par Call
Date of March 3, 2023) of principal of and interest on the
Notes (not including unpaid interest, if any, accrued to, but not
including, the Redemption Date), discounted to the Redemption Date
on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined in the First
Supplemental Indenture) plus 12.5 basis points (the
“Make Whole
Amount”), plus
(i) unpaid interest, if any, accrued to, but not including,
the Redemption Date and (ii) Additional Amounts (as defined in
the First Supplemental Indenture), if any.
On the Redemption Date, the
Redemption Price will become due and payable on all Notes, and
interest on all Notes shall cease to accrue on and after the
Redemption Date.
The Company will make
payment of the Redemption Price with respect to the Notes by wire
transfer of immediately available funds against presentation and
surrender at the Corporate Trust Office of the Trustee indicated
below, if appropriate written wire transfer instructions are
received by the Trustee not less than fifteen (15) days prior
to the Payment Date. In the event that such instructions are not so
received, such amounts will be paid by check against such
presentation and surrender.
Deutsche Bank Trust Company
Americas
Trust and Securities
Services
60 Wall Street, 24th
Floor
New York, NY
10005
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By First
Class/Registered/Certified Mail
DB Services Americas,
Inc.
5022 Gate Parkway, Suite
200
Jacksonville, Florida
32256
MS
JCK01-0218
Phone:
1-800-735-7777
Attn: Redemption Payment
Unit
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By Express/Overnight
Delivery or By Hand or In Person
DB Services Americas,
Inc.
5022 Gate Parkway, Suite
200
Jacksonville, Florida
32256
Phone:
1-800-735-7777
Attn: Redemption Payment
Unit
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Direct inquiries to the
Company’s Investor Relations department can be made by e-mail to
investor.relations@ch.abb.com.
* No
representation is made as to the correctness of the CUSIP or ISIN
number either as printed on the Notes or as contained in this
Notice of Redemption and the holder should rely only on the other
identification numbers printed on the Notes. This CUSIP number has
been assigned to this issue by Standard and Poor's Corporation and
is included solely for the convenience of the holders. Neither the
Company nor the Trustee or any of their agents shall be responsible
for the selection or use of this CUSIP number, nor is any
representation made as to its correctness on the bonds or as
indicated in any redemption notice.
IMPORTANT TAX
INFORMATION
Please Read This Notice
Carefully
EACH HOLDER IS URGED TO
CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES OF REDEMPTION TO SUCH HOLDER, INCLUDING THE
APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX
LAWS.
Dated November 12,
2020
ABB Finance (USA)
Inc.
NOTICE OF FULL
REDEMPTION
ABB
Installation Products Inc. (formerly Thomas & Betts
Corporation)
5.625% Senior Notes due 2021
(CUSIP* No. 884315AG7; ISIN* No.
US884315AG74)
NOTICE IS HEREBY GIVEN TO
THE HOLDERS OF THE ABOVE-REFERENCED NOTES
Reference is hereby made to
the 5.625% Senior Notes due 2021 with an aggregate principal
amount of USD250,000,000 (the “Notes” with CUSIP*: 884315AG7/
ISIN*: US884315AG74), issued by Thomas & Betts Corporation (now
ABB Installation Products Inc.), a Tennessee corporation (the
“Company”) under
a trust indenture dated August 1, 1998 (the
“Trust
Indenture”), as supplemented
from time to time, including by a supplemental indenture n°3 dated
November 23, 2009 (the “Third Supplemental
Indenture”) and a supplemental
indenture n°4 dated June 1, 2012 (the “Fourth Supplemental
Indenture”, and all together
the “Indenture”), among
the Company and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee”), and
guaranteed since May 25, 2012 by ABB Ltd, the ultimate
parent company of the Company.
Pursuant to (i) Section
11.04 of the Trust Indenture and (ii) Section 3.01 of the
Third Supplemental Indenture, the Company has elected to redeem and
will redeem on December 14, 2020 (the
“Redemption
Date”) all of the
then-outstanding Notes at a redemption price (the
“Redemption
Price”) as calculated in
Section 3.01 of the Third Supplemental Indenture, equal
to:
the greater of (i) 100%
of the principal amount of the Notes to be redeemed and
(ii) the sum of the present values of the Remaining Scheduled
Payments (as defined in the Third Supplemental Indenture),
discounted, on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at a rate equal to the sum of
the Treasury Rate (as defined in the Third Supplemental Indenture)
plus 40 basis points, plus, in each case, accrued and unpaid
interest on the Notes to the Redemption Date.
On the Redemption Date, the
Redemption Price will become due and payable, and interest on all
Notes shall cease to accrue on and after the Redemption
Date.
Notes in book-entry form
must be surrendered through the facilities of The Depository Trust
Company in the usual manner, and payment of the Redemption Price
will be made through the facilities of The Depository Trust Company
in the usual manner. The Notes called for redemption must be
surrendered in order to collect the Redemption Price. Holders of
any Notes in certificated form will be paid the Redemption Price
upon presentation and surrender of their Notes for redemption at
the address of the Trustee indicated below.
Courier:
|
The Bank of New York Mellon
Trust Company, N.A.
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Corporate Trust Window
|
* No representation is made
as to the correctness of the CUSIP or ISIN number either as printed
on the Notes or as contained in this Notice of Redemption and the
holders should rely only on the other identification numbers
printed on the Notes. This CUSIP number has been assigned to this
issue by Standard and Poor's Corporation and is included solely for
the convenience of the holders. Neither the Company nor the Trustee
or any of their agents shall be responsible for the selection or
use of this CUSIP number, nor is any representation made as to its
correctness on the bonds or as indicated in any redemption
notice.
IMPORTANT TAX
INFORMATION
Please Read This Notice
Carefully
EACH HOLDER IS URGED TO
CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR TAX
CONSEQUENCES OF REDEMPTION TO SUCH HOLDER, INCLUDING THE
APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX
LAWS.
Direct inquiries to the
Company’s Investor Relations department can be made by e-mail to
investor.relations@ch.abb.com.
Dated November 12,
2020
ABB Installation
Products Inc.
(formerly Thomas &
Betts Corporation)
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: November 12,
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: November 12,
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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