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)
|
Acceptance Priority
Level
|
Reference
U.S.
Treasury
Security
|
Bloomberg Reference
Page
|
Reference
Yield
|
Fixed Spread
(basis points)
(2)
|
Total Tender
Offer
Consideration
(2)(3)
|
824348
AT3
|
2.250%
Senior Notes
due 2020
|
$1,439,073,000
|
$1,010,165,000
|
1
|
1.500%
U.S.
Treasury
due
05/15/2020
|
FIT3
|
1.818%
|
+15
|
$1,001.98
|
824348
AU0
|
2.750%
Senior Notes
due 2022
|
$1,250,000,000
|
$489,835,000
|
2
|
1.500%
U.S.
Treasury
due
08/15/2022
|
FIT1
|
1.441%
|
+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).
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; 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