Current Report Filing (8-k)
September 06 2018 - 10:43AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): September 6, 2018
The Sherwin-Williams Company
(Exact Name of Registrant as Specified in Charter)
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Ohio
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1-04851
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34-0526850
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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101 West Prospect Avenue
Cleveland, Ohio
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44115
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(Address of Principal Executive Offices)
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(Zip Code)
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(216)
566-2000
(Registrants telephone number, including area code)
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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Item 1.01.
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Entry into a Material Definitive Agreement.
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On September 6, 2018, The Sherwin-Williams Company (Sherwin-Williams) entered into that certain Second Amendment to Credit
Agreement (Amendment No. 2) with Goldman Sachs Bank USA (Goldman), as administrative agent, Goldman Sachs Mortgage Company (GSMC), as issuing bank, and the lenders party thereto. Amendment No. 2 amends
the Credit Agreement, dated as of September 11, 2017 (as amended by the First Amendment to Credit Agreement dated as of October 30, 2017, and as otherwise amended, the Credit Agreement), among Sherwin-Williams, Goldman, as
administrative agent, GSMC, as issuing bank, and the lenders party thereto. Amendment No. 2, among other things, increases the amount available under the Credit Agreement by $125,000,000 to an aggregate availability of $625,000,000, which
additional $125,000,000 will mature on June 20, 2023.
Certain of the lenders, as well as certain of their respective affiliates,
have performed and may in the future perform for Sherwin-Williams and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have
received and may in the future receive customary fees and expenses.
The foregoing description of Amendment No. 2 does not purport to
be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed as Exhibit 4.1 to this Current Report on Form
8-K
and is incorporated herein by
reference.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information described in
Item 1.01 above relating to Amendment No. 2 is incorporated herein by reference into this Item 2.03.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
The following
exhibit is filed with this Current Report on Form
8-K:
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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 hereunto duly authorized.
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THE SHERWIN-WILLIAMS COMPANY
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Date: September 6, 2018
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By:
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/s/ Mary L. Garceau
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Name:
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Mary L. Garceau
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Title:
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Senior Vice President, General Counsel and Secretary
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