Sherwin-Williams Announces Early Tender Results of Cash Tender Offers for Certain of its Outstanding Notes

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together with the 2020 Notes, the "Notes") and its election, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below), to make payment for such Notes on August 28, 2019.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Notes from $1,000,000,000 to $1,010,165,000, which represents all of the 2020 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time.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The table below identifies the principal amount of each series of the Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on August 23, 2019 (the "Early Tender Time"), the principal amount of each series that Sherwin-Williams has accepted for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)   

824348  AT3    2.250% Senior Notes due 2020          $1,439,073,000                                                $1,010,165,000 

824348  AU0    2.750% Senior Notes due 2022          $1,250,000,000                                                 $489,835,000     

Acceptance Priority Level     Principal Amount Tendered     Principal Amount Accepted (1)    Approximate Proration Factor

 1                                                       $1,010,165,000                  $1,010,165,000                                           N/A

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).

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

The Sherwin-Williams Company

Web Site: http://www.sherwin.com

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