CLEVELAND, May 17, 2017 /PRNewswire/ -- The Sherwin-Williams
Company (NYSE: SHW) ("Sherwin-Williams") today announced that, in
connection with its previously announced offers to exchange (the
"Exchange Offers") any and all outstanding notes issued by The
Valspar Corporation ("Valspar") as set forth in the table below
(the "Existing Valspar Notes") for (1) up to $1,550,000,000 aggregate principal amount of new
notes issued by Sherwin-Williams (the "New Sherwin-Williams Notes")
and (2) cash, and related consent solicitations (the "Consent
Solicitations") to adopt certain amendments to the indentures
governing the Existing Valspar Notes (the "Proposed
Amendments"), Sherwin-Williams, on behalf of Valspar, has received
the requisite number of consents for Valspar to adopt the Proposed
Amendments with respect to each of the five outstanding series of
Existing Valspar Notes that are subject to the Exchange Offers and
Consent Solicitations. Sherwin-Williams intends to cause
Valspar to enter into supplemental indentures with the trustees for
the Existing Valspar Notes to effect the Proposed Amendments upon
closing of the previously announced acquisition (the "Acquisition")
of Valspar by Sherwin-Williams pursuant to a merger agreement,
dated as of March 19, 2016, by and
among Sherwin-Williams, Viking Merger Sub, Inc., a wholly owned
subsidiary of Sherwin-Williams, and Valspar.
Withdrawal rights for the Exchange Offers and Consent
Solicitations have expired as of 5:00
p.m., New York City time,
on May 16, 2017 (the "Withdrawal
Deadline"). Because the Withdrawal Deadline has not been
extended, holders may not withdraw Existing Valspar Notes, or
revoke consents, previously tendered or tendered after the date of
this press release, except as may be required by law.
As of the Withdrawal Deadline, the following principal amounts
of each series of Existing Valspar Notes have been validly tendered
and not validly withdrawn (and consents thereby validly given and
not validly revoked):
Title of
Series/CUSIP Number of Existing
Valspar
Notes
|
Aggregate
Principal
Amount
Outstanding
|
Existing Valspar
Notes Tendered at
Withdrawal
Deadline
|
|
|
Principal
Amount
|
Percentage
|
7.25%
Notes due 2019 / 920355 AF1
|
$300,000,000
|
$276,206,000
|
92.07%
|
4.20%
Notes due 2022 / 920355 AG9
|
$400,000,000
|
$385,909,000
|
96.48%
|
3.30%
Notes due 2025 / 920355 AH7
|
$250,000,000
|
$235,179,000
|
94.07%
|
3.95%
Notes due 2026 / 920355 AK0
|
$350,000,000
|
$331,342,000
|
94.67%
|
4.40%
Notes due 2045 / 920355 AJ3
|
$250,000,000
|
$247,869,000
|
99.15%
|
The Exchange Offers and Consent Solicitations are being made
pursuant to the terms and subject to the conditions set forth in
the Offering Memorandum and Consent Solicitation Statement, dated
May 2, 2017 (the "Offering Memorandum
and Consent Solicitation Statement"), and related Letter of
Transmittal and Consent.
Subject to the terms and conditions of the Exchange Offers and
Consent Solicitations, holders of Existing Valspar Notes who
validly tender their Existing Valspar Notes after the Withdrawal
Deadline, but on or prior to the Expiration Date (as defined below)
will be eligible to receive New Sherwin-Williams Notes with a
principal amount of $970 per
$1,000 principal amount of Existing
Valspar Notes validly tendered, as well as $1.00 in cash (the "Exchange
Consideration"). Holders of Existing Valspar Notes who
validly tendered and did not validly withdraw their Existing
Valspar Notes prior to the Withdrawal Deadline are eligible to
receive the Exchange Consideration, plus an additional $30 principal amount of New
Sherwin-Williams Notes per $1,000
principal amount of Existing Valspar Notes validly tendered,
subject to the terms and conditions of the Exchange Offers and
Consent Solicitations.
The Exchange Offers and Consent Solicitations are conditioned
upon the closing of the Acquisition.
The Exchange Offers and Consent Solicitations will expire at
5:00 p.m., New York City time, on May 31, 2017, unless such date is extended (the
"Expiration Date"). Sherwin-Williams reserves the right to
terminate, withdraw, amend or extend the Exchange Offers and
Consent Solicitations in its sole discretion.
Documents relating to the Exchange Offers and Consent
Solicitations are only being distributed to eligible holders of
Existing Valspar Notes who complete and return an eligibility form
confirming that they are either a) a "qualified institutional
buyer" under Rule 144A or b) a person that is outside of
the "United States" and is (i) not
a "U.S. Person," as those terms are defined in Rule 902 under the
Securities Act, (ii) a "non-U.S. qualified offeree," as defined in
the Offering Memorandum and Consent Solicitation Statement and
(iii) not located in Canada. The complete terms and
conditions of the Exchange Offers and Consent Solicitations are
described in the Offering Memorandum and Consent Solicitation
Statement and related Letter of Transmittal and Consent, copies of
which may be obtained by contacting Global Bondholder Services
Corporation, the exchange agent and information agent in connection
with the Exchange Offers and Consent Solicitations, at (866)
924-2200 (U.S. toll-free) or (212) 430-3774 (banks and
brokers). The eligibility form is available electronically
at: http://gbsc-usa.com/eligibility/sherwin-williams.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any
security. No offer, solicitation, purchase or sale will be
made in any jurisdiction in which such an offer, solicitation, or
sale would be unlawful. The Exchange Offers and Consent
Solicitations are being made solely pursuant to the Offering
Memorandum and Consent Solicitation Statement and related Letter of
Transmittal and Consent and only to such persons and in such
jurisdictions as is permitted under applicable law.
The New Sherwin-Williams Notes have not been and will not be
registered under the Securities Act of 1933 or any state securities
laws. Therefore, the New Sherwin-Williams Notes may not be
offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act of 1933 and any
applicable state securities laws.
About The Sherwin-Williams Company
Founded in 1866, The Sherwin-Williams Company is a global leader
in the manufacture, development, distribution, and sale of coatings
and related products to professional, industrial, commercial, and
retail customers. The company manufactures products under
well-known brands such as Sherwin-Williams®, HGTV HOME® by
Sherwin-Williams, Dutch Boy®, Krylon®, Minwax®, Thompson's® Water Seal®, and many more. With
global headquarters in Cleveland,
Ohio, Sherwin-Williams® branded products are sold
exclusively through a chain of more than 4,100 company-operated
stores and facilities, while the company's other brands are sold
through leading mass merchandisers, home centers, independent paint
dealers, hardware stores, automotive retailers, and industrial
distributors. The Sherwin-Williams Global Finishes Group
distributes a wide range of products in more than 115 countries
around the world. For more information, visit
www.sherwin.com.
Investor Relations Contact:
Bob Wells
Senior Vice President, Corporate Communications and Public
Affairs
Sherwin-Williams
(216) 566-2244
rjwells@sherwin.com
Media Contacts:
Mike
Conway
Director, Corporate Communications
Sherwin-Williams
(216) 515-4393
mike.conway@sherwin.com
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains forward-looking statements within
the meaning of the federal securities laws. These forward-looking
statements are based upon management's current expectations,
estimates, assumptions and beliefs concerning future events and
conditions and may discuss, among other things, anticipated future
performance (including sales and earnings), expected growth and
future business plans. Any statement that is not historical in
nature is a forward-looking statement and may be identified by the
use of words and phrases such as "believe," "expect," "may,"
"will," "should," "project," "could," "plan," "goal," "potential,"
"seek," "intend" or "anticipate" or the negative thereof or
comparable terminology. Readers are cautioned not to place
undue reliance on any forward-looking statements. Forward-looking
statements are necessarily subject to risks, uncertainties and
other factors, many of which are outside Sherwin-Williams' or
Valspar's control, that could cause actual results to differ
materially from such statements and from Sherwin-Williams' or
Valspar's historical results and experience. These risks,
uncertainties and other factors include such things as: general
business conditions, strengths of retail and manufacturing
economies and the growth in the coatings industry; legal,
regulatory and other matters that may affect the timing of
Sherwin-Williams' or Valspar's ability to complete the Acquisition,
if at all, for any reason, including obtaining regulatory approval
of the divestiture of assets related to Valspar's North American
industrial wood coatings business and the potential for regulatory
authorities to require additional divestitures in connection with
the Acquisition; Sherwin-Williams' ability to successfully
integrate past and future acquisitions into its existing
operations, including Valspar, as well as the performance of the
businesses acquired; risks inherent in the achievement of cost
synergies and the timing thereof for the Acquisition; competitive
factors, including pricing pressures and product innovation and
quality; changes in raw material and energy supplies and pricing;
changes in relationships with customers and suppliers; the ability
to attain cost savings from productivity initiatives; changes in
general domestic economic conditions such as inflation rates,
interest rates, tax rates, unemployment rates, higher labor and
healthcare costs, recessions, and changing government policies,
laws and regulations; risks and uncertainties associated with
Sherwin-Williams' expansion into and its operations in Asia, Europe,
South America and other foreign
markets, including general economic conditions, inflation rates,
recessions, foreign currency exchange rates, foreign investment and
repatriation restrictions, legal and regulatory constraints, civil
unrest and other external economic and political factors; the
achievement of growth in foreign markets, such as Asia, Europe
and South America; increasingly
stringent domestic and foreign governmental regulations, including
those affecting health, safety and the environment; inherent
uncertainties involved in assessing potential liability for
environmental-related activities; other changes in governmental
policies, laws and regulations, including changes in accounting
policies and standards and taxation requirements (such as new tax
laws and new or revised tax law interpretations); the nature, cost,
quantity and outcome of pending and future litigation and other
claims, including the lead pigment and lead-based paint litigation,
and the effect of any legislation and administrative regulations
relating thereto; and unusual weather conditions. Readers are
cautioned that it is not possible to predict or identify all of the
risks, uncertainties and other factors that may affect future
results and that the above list should not be considered to be a
complete list. Any forward-looking statement speaks only as of the
date on which such statement is made, and Sherwin-Williams
undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as otherwise required by law.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/the-sherwin-williams-company-announces-successful-early-results-of-exchange-offer-300459189.html
SOURCE The Sherwin-Williams Company