Summary
This Form 8-K filing by The Sherwin-Williams Company on August 3, 2006, details an unregistered sale of equity securities. Specifically, on August 1, 2006, the company issued 500,000 shares of ESOP serial preferred stock to its Employee Stock Purchase and Savings Plan (the "Plan") for $500 million. The Plan financed this acquisition by borrowing the $500 million from the Company itself at a 5.5% annual interest rate, with a ten-year repayment term. This transaction was conducted as a private placement under Section 4(2) of the Securities Act of 1933. The preferred stock carries voting rights alongside common stock and has provisions for redemption for cash or conversion into common stock.
Key Highlights
- 1Sherwin-Williams issued 500,000 shares of ESOP serial preferred stock on August 1, 2006.
- 2The total value of the preferred stock issued was $500 million.
- 3The shares were sold to The Sherwin-Williams Company Employee Stock Purchase and Savings Plan (the "Plan").
- 4The Plan financed the acquisition by borrowing $500 million from the Company at a 5.5% annual interest rate.
- 5The financing is structured as a ten-year loan with equal quarterly installments.
- 6The transaction qualified as a private placement under Section 4(2) of the Securities Act of 1933.
- 7The preferred stock is convertible into common stock or redeemable for cash at the Plan's option.