CLEVELAND, Aug. 12, 2019 /PRNewswire/ -- The
Sherwin-Williams Company (NYSE: SHW) ("Sherwin-Williams") today
announced that it is commencing 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
(the "2020 Notes") and 2.750% Senior Notes due 2022 (the "2022
Notes" and, together with the 2020 Notes, the "Notes") pursuant to
the terms and conditions set forth in the Offer to Purchase, dated
August 12, 2019 (the "Offer to
Purchase"). Notes accepted for purchase on any Settlement Date (as
defined in the Offer to Purchase) will be accepted in accordance
with their Acceptance Priority Levels (with 1 being the higher
Acceptance Priority Level) set forth in the table below and on the
cover page of the Offer to Purchase, provided that Sherwin-Williams
will only accept for purchase (a) no more than $1,000,000,000 aggregate principal amount of the
2020 Notes (the "2020 Series Cap"), (b) no more than $500,000,000 aggregate principal amount of the
2022 Notes (the "2022 Series Cap" and together with the 2020 Series
Cap, the "Series Caps") and (c) an aggregate principal amount of
Notes up to the Maximum Tender Amount.
The Offer to Purchase sets forth a complete description of the
terms and conditions of the Tender Offers. Holders of the Notes are
urged to read the Offer to Purchase carefully before making any
decision with respect to the Tender Offers.
The following table summarizes terms material to the
determination of the consideration to be received in the Tender
Offers:
CUSIP
Number
|
Title of
Security
|
Aggregate
Principal
Amount Outstanding
|
Series Cap
(Aggregate
Principal
Amount)
|
Acceptance
Priority
Level
|
Reference U.S.
Treasury
Security
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points) (1)
|
824348
AT3
|
2.250% Senior
Notes due 2020
|
$1,439,073,000
|
$1,000,000,000
|
1
|
1.500% U.S.
Treasury due
05/15/2020
|
FIT3
|
+15
|
824348
AU0
|
2.750% Senior
Notes due 2022
|
$1,250,000,000
|
$500,000,000
|
2
|
1.500% U.S.
Treasury due
08/15/2022
|
FIT1
|
+40
|
(1) Includes the Early Tender Premium of $30.00 per $1,000
principal amount of Notes validly tendered and accepted for
purchase (the "Early Tender Premium").
The Tender Offers will expire at 12:00 midnight, New York City time, at the end of the day on
September 9, 2019, unless extended
with respect to either or both series of Notes (such date and time,
as the same may be extended, the "Expiration Time") or earlier
terminated by Sherwin-Williams.
Holders who properly tender and do not validly withdraw their
Notes at or prior to 5:00 p.m.,
New York City time, on
August 23, 2019, unless extended with
respect to either or both series of Notes (such date and time, as
the same may be extended, the "Early Tender Time") or earlier
terminated by Sherwin-Williams, will be eligible to receive the
applicable Total Tender Offer Consideration (as defined in the
Offer to Purchase), which includes the applicable Early Tender
Premium as set forth in the table above. The applicable total
consideration for each $1,000
principal amount of Notes validly tendered and accepted for
purchase will be determined in the manner described in the Offer to
Purchase by reference to the applicable fixed spread over the
bid-side yield of the applicable reference security, calculated as
of 11:00 a.m., New York City time, on August 26, 2019 (the "Price Determination Date").
Holders of Notes who validly tender and do not validly withdraw
their Notes after the Early Tender Time and at or prior to the
Expiration Time will be eligible to receive only the applicable
Late Tender Offer Consideration, which is equal to the applicable
Total Tender Offer Consideration minus the applicable Early Tender
Premium.
Holders may validly withdraw their tenders at any time at or
prior to 5:00 p.m., New York City time on August 23, 2019, unless extended or earlier
terminated by Sherwin-Williams with respect to either or both
Tender Offers.
For Notes validly tendered at or prior to the Early Tender Time,
not subsequently validly withdrawn and accepted for purchase,
Sherwin-Williams has the option for settlement to occur on the
Early Settlement Date (as defined in the Offer to Purchase), which
is expected to be August 28, 2019,
the second business day following the Price Determination Date,
unless extended or earlier terminated by Sherwin-Williams with
respect to either or both Tender Offers. Settlement for Notes
validly tendered after the Early Tender Time but at or prior to the
Expiration Time, not subsequently validly withdrawn and accepted
for purchase is expected to occur on September 10, 2019, the first business day
following the Expiration Time, unless extended or earlier
terminated by Sherwin-Williams with respect to either or both
Tender Offers.
In addition, all Notes accepted for purchase will be entitled to
receipt of accrued and unpaid interest in respect of such Notes
from the last interest payment date of the 2020 Notes or the 2022
Notes, as applicable, to, but not including, the applicable
settlement date.
Subject to the Series Caps, the Maximum Tender Amount, the
application of the Acceptance Priority Levels and the other terms
and conditions described in the Offer to Purchase, Sherwin-Williams
intends to accept for purchase all Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Time. However, if
the Tender Offer for the 2020 Notes and/or the 2022 Notes is fully
subscribed as of the Early Tender Time, Holders who validly tender
their 2020 Notes and 2022 Notes, as applicable, after the Early
Tender Time will not have any of their 2020 Notes or 2022 Notes, as
applicable, accepted for purchase. If the Tender Offers are both
fully subscribed as of the Early Tender Time, Holders who validly
tender their Notes after the Early Tender Time will not have any of
their Notes accepted for purchase. Notes validly tendered at or
prior to the Early Tender Time will be accepted for purchase in
priority to the other Notes tendered after the Early Tender Time
even if such Notes tendered after the Early Tender Time have a
higher Acceptance Priority Level than the Notes tendered at or
prior to the Early Tender Time. As a result, each Holder who
validly tenders Notes pursuant to either or both of the Tender
Offers may have a portion of its Notes returned to it, and the
amount of Notes returned will depend on the level of participation
of Holders in such Tender Offer. The Tender Offers may be subject
to proration if the aggregate principal amount of Notes that is
validly tendered is greater than the applicable Series Cap and/or
would otherwise cause the Maximum Tender Amount to be exceeded.
Consummation of the Tender Offers and payment for the validly
tendered Notes is subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including the
condition that Sherwin-Williams has completed one or more financing
transactions that close no later than the Expiration Time on terms
reasonably satisfactory to Sherwin-Williams, as well as other
customary conditions. Subject to applicable law, Sherwin-Williams
has reserved the right, in its sole discretion, to at any time (i)
waive any and all conditions to either or both of the Tender
Offers, (ii) extend, terminate or withdraw either or both of the
Tender Offers, (iii) increase or waive either or both of the Series
Caps and/or the Maximum Tender Amount or (iv) otherwise amend
either or both of the Tender Offers in any respect.
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).
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, including Valspar Corporation, as well as the
performance of the businesses acquired; risks inherent in the
achievement of additional anticipated cost synergies resulting from
Sherwin-Williams' acquisition of Valspar Corporation and the timing
thereof; 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 and natural disasters; 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:
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
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SOURCE The Sherwin-Williams Company