CLEVELAND, March 17, 2020 /PRNewswire/ -- The
Sherwin-Williams Company (NYSE: SHW) ("Sherwin-Williams") today
announced the determination of the pricing 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").
The terms and conditions of the Tender Offers are described in
the Offer to Purchase, dated March 3,
2020 (the "Offer to Purchase").
Sherwin-Williams will pay holders who validly tendered and did
not validly withdraw their 2.750% Notes at or prior to 5:00 p.m., New York
City time, on March 16, 2020
(the "Early Tender Time"), the Total Tender Offer Consideration of
$1,043.42 for each $1,000 principal amount of its 2.750% Notes
accepted for purchase, plus accrued and unpaid interest in respect
of such Notes from the last interest payment date to, but not
including, the Early Settlement Date (as defined below).
Sherwin-Williams will not accept for purchase any of the 4.200%
Notes. The applicable Total Tender Offer Consideration for each
$1,000 principal amount of Notes
validly tendered and accepted for purchase (the "Total Tender Offer
Consideration") was determined in the manner described in the Offer
to Purchase, calculated as of 10:00
a.m., New York City time,
on March 17, 2020 (the "Price
Determination Date").
The Total Tender Offer Consideration is detailed in the table
below.
CUSIP
Number
|
Title of
Security
|
Aggregate
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Reference
U.S.
Treasury
Security
|
Bloomberg
Reference
Page
|
Reference
Yield
|
Fixed
Spread
(basis
points)(1)
|
Total Tender
Offer
Consideration(1)(2)
|
824348
AU0
|
2.750%
Senior
Notes
due 2022
|
$760,165,000
|
1
|
1.125% U.S.
Treasury
due
02/28/2022
|
FIT1
|
0.383%
|
+30
|
$1,043.42
|
824348
BB1
(144A):
824348
BA3
|
4.200%
Senior
Notes
due 2022
|
$385,909,000
|
2
|
1.125% U.S.
Treasury
due
02/28/2022
|
FIT1
|
0.383%
|
+30
|
$1,055.00
|
(1) Includes the
Early Tender Premium of $30.00 per $1,000 principal amount of Notes
validly tendered and accepted for purchase.
|
(2) Per $1,000
principal amount of Notes tendered and validly accepted.
|
Settlement for Notes that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time, and that are
accepted for purchase, will be March 18,
2020 (the "Early Settlement Date"), one business day
following the Price Determination Date.
Because the aggregate principal amount of the 2.750% Notes
validly tendered and not validly withdrawn is greater than the
Maximum Tender Amount, the Tender Offer for the 2.750% Notes will
be subject to proration. The aggregate principal amount of
each holder's validly tendered 2.750% Notes accepted for purchase
will be determined by multiplying each holder's tender by the final
proration factor of approximately 89.2% and rounding the product
down to the nearest $1,000 principal
amount.
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; 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:
Julie
Young
Vice President – Global Corporate Communications
Sherwin-Williams
Direct: 216.515.8849
corporatemedia@sherwin.com
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SOURCE The Sherwin-Williams Company