Sherwin-Williams Announces Pricing 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 determination of the pricing 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").

The terms and conditions of the Tender Offers are described in the Offer to Purchase, dated August 12, 2019 (as amended, the "Offer to Purchase").

Sherwin-Williams will pay holders who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on August 23, 2019 (the "Early Tender Time"), the Total Tender Offer Consideration of $1,001.98 for each $1,000 principal amount of its 2020 Notes accepted for purchase and $1,023.61 for each $1,000 principal amount of its 2022 Notes accepted for purchase, plus, in each case, 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). 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 11:00 a.m., New York City time, on August 26, 2019 (the "Price Determination Date").

The Total Tender Offer Consideration is detailed in the table below.

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     Reference U.S. Treasury Security  Bloomberg Reference Page  Reference Yield   

              1                                    1.500% U.S. Treasury due 05/15/2020         FIT3                                 1.818%

             2                                    1.500% U.S. Treasury due 08/15/2022         FIT1                                  1.441%

Fixed Spread (basis points)(2)  Total Tender Offer Consideration (2)(3)

            +15                                            $1,001.98

          +40                                              $1,023.61

(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 was 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.

 (2) Includes the Early Tender Premium of $30.00 per $1,000 principal amount of Notes validly tendered and accepted for purchase.

(3) 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 August 28, 2019 (the "Early Settlement Date"), two business days following the Price Determination Date. 

Because the aggregate principal amount of the 2022 Notes validly tendered and not validly withdrawn is greater than the Series Cap for the 2022 Notes, the Tender Offer for the 2022 Notes will be subject to proration. The aggregate principal amount of each holder's validly tendered 2022 Notes accepted for purchase will be determined by multiplying each holder's tender by the approximate proration factor of 55.0% 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 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. 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