CLEVELAND, March 17, 2020 /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
$500.0 million combined aggregate
principal amount (the "Maximum Tender Amount") of its outstanding
2.750% Senior Notes due 2022 (the "2.750% Notes") and 4.200% Senior
Notes due 2022 (the "4.200% Notes" and, together with the 2.750%
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validly tendered and not validly withdrawn at or prior to the Early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
March 18, 2020.
The terms and conditions of the Tender Offers are described in
the Offer to Purchase, dated March 3,
2020 (the "Offer to Purchase").
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of the Notes validly tendered and not validly withdrawn as of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 March 16, 2020 (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 2.750% Notes.
CUSIP
Number
|
Title of
Security
|
Aggregate
Principal Amount
Outstanding
|
Acceptance
Priority
Level
|
Principal
Amount
Tendered
|
Principal
Amount
Accepted
|
Approximate
Proration
Factor
|
824348 AU0
|
2.750%
Senior Notes due 2022
|
$760,165,000
|
1
|
$561,086,000
|
$500,000,000
|
89.2%
|
824348 BB1
(144A):
824348 BA3
|
4.200%
Senior Notes
due 2022
|
$385,909,000
|
2
|
$213,733,000
|
$0
|
n/a
|
The withdrawal deadline of 5:00
p.m., New York City time,
on March 16, 2020 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longer be withdrawn, except in certain limited circumstances where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 10:00 a.m., New York
City time, on March 17, 2020.
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
March 30, 2020. 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. 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® WaterSeal®,
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, as well as the performance of the businesses
acquired; 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 or impacts of climate change, natural
disasters and public health crises; 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:
|
Media
Contact:
|
|
|
Jim
Jaye
|
Julie
Young
|
Senior Vice
President, Investor Relations &
|
Vice President,
Global Corporate
|
Corporate
Communications
|
Communications
|
Sherwin-Williams
|
Sherwin-Williams
|
Direct:
216.515.8682
|
Direct:
216.515.8849
|
james.r.jaye@sherwin.com
|
corporatemedia@sherwin.com
|
|
|
Eric
Swanson
|
|
Vice President,
Investor Relations
|
|
Sherwin-Williams
|
|
Direct:
216.566.2766
|
|
eric.r.swanson@sherwin.com
|
|
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SOURCE The Sherwin-Williams Company