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

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:

(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 [email protected]. 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
[email protected]

Eric Swanson
Vice President – Investor Relations
Sherwin-Williams
Direct: 216.566.2766 
[email protected]

Media Contact:

Mike Conway
Director – Corporate Communications and Investor Relations
Sherwin-Williams
Direct: 216.515.4393
[email protected]

SOURCE The Sherwin-Williams Company

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