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

CLEVELAND, March 17, 2020 /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 $500.0 million combined aggregate principal amount (the "Maximum Tender Amount") of its outstanding 2.750% Senior Notes due 2022 (the "2.750% Notes") and 4.200% Senior Notes due 2022 (the "4.200% Notes" and, together with the 2.750% Notes, the "Notes") and its election, with respect to the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined below), to make payment for such Notes on March 18, 2020.

The terms and conditions of the Tender Offers are described in the Offer to Purchase, dated March 3, 2020 (the "Offer to Purchase").

The table below identifies the principal amount of each series of the Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on March 16, 2020 (the "Early Tender Time"), the principal amount of each series that Sherwin-Williams has accepted for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 2.750% Notes.

The withdrawal deadline of 5:00 p.m., New York City time, on March 16, 2020 has passed and, accordingly, Notes validly tendered in the Tender Offers may no longer be withdrawn, except in certain limited circumstances where Sherwin-Williams determines that additional withdrawal rights are required by law.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 10:00 a.m., New York City time, on March 17, 2020. 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 March 30, 2020.  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 [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® WaterSeal®, 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, as well as the performance of the businesses acquired; 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 or impacts of climate change, natural disasters and public health crises; 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.

SOURCE The Sherwin-Williams Company

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