CLEVELAND, Aug. 26, 2019 /PRNewswire/ -- The
Sherwin-Williams Company (NYSE: SHW) ("Sherwin-Williams") today
announced the early tender results for its previously announced
cash tender offers (the "Tender Offers") to purchase up to
$1.5 billion combined aggregate
principal amount (the "Maximum Tender Amount") of its outstanding
2.250% Senior Notes due 2020 (up to an increased sublimit of
$1,010,165,000 aggregate principal
amount) (the "2020 Notes") and 2.750% Senior Notes due 2022 (up to
an adjusted sublimit of $489,835,000
aggregate principal amount) (the "2022 Notes," and, together with
the 2020 Notes, the "Notes") and its election, with respect to the
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Time (as defined below), to make payment for such
Notes on August 28, 2019.
To avoid proration with respect to validly tendered 2020 Notes
(the first priority Notes), Sherwin-Williams has increased the
Series Cap with respect to the 2020 Notes from $1,000,000,000 to $1,010,165,000, which represents all of the 2020
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Time. As a result of the increase in the Series
Cap for the 2020 Notes and the application of the Maximum Tender
Amount of $1.5 billion, the Series
Cap for the 2022 Notes (the second priority Notes) is effectively
adjusted to $489,835,000 and
aggregate principal amount of 2022 Notes that Sherwin-Williams has
accepted for purchase is $489,835,000. The terms and conditions of
the Tender Offers are described in the Offer to Purchase, dated
August 12, 2019 (the "Offer to
Purchase"), as amended by this press release.
The table below identifies the principal amount of each series
of the Notes validly tendered and not validly withdrawn as of
5:00 p.m., New York City time, on August 23, 2019 (the "Early Tender Time"), the
principal amount of each series that Sherwin-Williams has accepted
for purchase and the approximate proration factor with respect to
the 2022 Notes.
CUSIP
Number
|
Title of
Security
|
Aggregate
Principal Amount Outstanding
|
Series Cap
(Aggregate Principal Amount) (1)
|
Acceptance
Priority Level
|
Principal Amount
Tendered
|
Principal Amount
Accepted (1)
|
Approximate
Proration Factor
|
824348 AT3
|
2.250% Senior Notes
due 2020
|
$1,439,073,000
|
$1,010,165,000
|
1
|
$1,010,165,000
|
$1,010,165,000
|
N/A
|
824348 AU0
|
2.750% Senior Notes
due 2022
|
$1,250,000,000
|
$489,835,000
|
2
|
$891,770,000
|
$489,835,000
|
55.0%
|
(1) As a result of the increase in the Series Cap for the 2020
Notes to $1,010,165,000 and the
application of the Maximum Tender Amount of $1.5 billion, the Series Cap for the 2022 Notes
is effectively adjusted to $489,835,000 and the aggregate principal amount
of 2022 Notes that Sherwin-Williams has accepted for purchase is
$489,835,000.
The withdrawal deadline of 5:00
p.m., New York City time,
on August 23, 2019 has passed and,
accordingly, Notes validly tendered in the Tender Offers may no
longer be withdrawn, except in certain limited circumstances where
Sherwin-Williams determines that additional withdrawal rights are
required by law.
Sherwin-Williams will calculate the consideration to be paid to
holders who validly tendered and did not validly withdraw their
Notes at or prior to the Early Tender Time in the manner described
in the Offer to Purchase by reference to the applicable fixed
spread over the yield to maturity based on the bid-side price of
the applicable reference security, calculated as of 11:00 a.m., New York
City time, on August 26, 2019.
Sherwin-Williams will determine the final proration factor as soon
as practicable in the manner described in the Offer to Purchase and
will announce the results of proration by press release.
The Tender Offers will expire at 12:00 midnight, New York City time, at the end of the day on
September 9, 2019. However,
because the aggregate principal amount of Notes that was validly
tendered as of the Early Tender Time is greater than the Maximum
Tender Amount, holders who validly tender any Notes after the Early
Tender Time will not have any of their Notes accepted for
purchase. The Notes not accepted for purchase will be
promptly returned or credited to the holder's account.
Citigroup Global Markets Inc. and U.S. Bancorp Investments, Inc.
are acting as dealer managers for the Tender Offers. The tender
agent and information agent for the Tender Offers is Global
Bondholder Services Corporation.
Requests for documentation for the Tender Offers should be
directed to Global Bondholder Services Corporation at (866)
807-2200 (U.S. toll-free), (212) 430-3774 (banks and brokers) or by
email at contact@gbsc-usa.com. Questions regarding the Tender
Offers should be directed to Citigroup Global Markets Inc. at (800)
558-3745 (toll-free) or (212) 723-6106 (collect) or U.S. Bancorp
Investments, Inc. at (877) 558-2607 (toll-free) or (980) 613-4472
(collect).
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The
Tender Offers are made only by and pursuant to the terms of the
Offer to Purchase, as amended by this press release. The Tender
Offers are not being made 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 or "blue sky" laws require
offers to be made by a licensed broker or dealer, any offer will be
deemed to be made on behalf of Sherwin-Williams by a dealer
manager, or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction. None of
Sherwin-Williams, the dealer managers or the tender agent and
information agent makes any recommendations as to whether holders
should tender their Notes pursuant to the Tender Offers.
About Sherwin-Williams
Founded in 1866, The Sherwin-Williams Company is a global leader
in the manufacture, development, distribution, and sale of paints,
coatings and related products to professional, industrial,
commercial, and retail customers. Sherwin-Williams manufactures
products under well-known brands such as Sherwin-Williams®,
Valspar®, HGTV HOME® by Sherwin-Williams, Dutch Boy®, Krylon®,
Minwax®, Thompson's® Water Seal®,
Cabot® and many more. With global headquarters in Cleveland, Ohio, Sherwin-Williams® branded
products are sold exclusively through a chain of more than 4,900
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 Performance
Coatings Group supplies a broad range of highly-engineered
solutions for the construction, industrial, packaging and
transportation markets in more than 120 countries around the world.
Sherwin-Williams shares are traded on the New York Stock Exchange
(symbol: SHW).
Cautionary Statement Regarding Forward-Looking
Information
This press release 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, future business plans and the costs and potential
liability for environmental-related matters and the lead pigment
and lead-based paint litigation. 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 of
Sherwin-Williams' control, that could cause actual results to
differ materially from such statements and from Sherwin-Williams'
historical results and experience.
These risks, uncertainties and other factors include such
things as: general business conditions, strengths of retail and
manufacturing economies and growth in the coatings industry;
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; changes in raw material and energy supplies
and pricing; changes in Sherwin-Williams' relationships with
customers and suppliers; Sherwin-Williams' ability to successfully
integrate past and future acquisitions into Sherwin-Williams'
existing operations, including Valspar Corporation, as well as the
performance of the businesses acquired; risks inherent in the
achievement of additional anticipated cost synergies resulting from
Sherwin-Williams' acquisition of Valspar Corporation and the timing
thereof; competitive factors, including pricing pressures and
product innovation and quality; Sherwin-Williams' ability to attain
cost savings from productivity initiatives; risks and uncertainties
associated with Sherwin-Williams' expansion into and 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 Sherwin-Williams' potential liability for
environmental-related activities; other changes in governmental
policies, laws and regulations, including changes in tariff
policies, as well as 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;
adverse weather conditions and natural disasters; Sherwin-Williams'
ability to successfully complete one or more financing transactions
to satisfy one of the conditions of the Tender Offers; and other
risks, uncertainties and factors described from time to time in
Sherwin-Williams' reports filed with the Securities and Exchange
Commission. Holders 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.
Investor Relations Contacts:
Jim
Jaye
Senior Vice President – Investor Relations & Corporate
Communications
Sherwin-Williams
Direct: 216.515.8682
james.r.jaye@sherwin.com
Eric Swanson
Vice President – Investor Relations
Sherwin-Williams
Direct: 216.566.2766
eric.r.swanson@sherwin.com
Media Contact:
Mike Conway
Director – Corporate Communications and Investor
Relations
Sherwin-Williams
Direct: 216.515.4393
mike.conway@sherwin.com
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SOURCE The Sherwin-Williams Company