8-KMaterial AgreementsFinancial EventsExhibits & Filings

SHERWIN WILLIAMS CO 8-K Report, Material Agreement (Sep 24, 2012)

Filed September 24, 2012For Securities:SHW

Summary

The Sherwin-Williams Company, through its wholly-owned subsidiary Sherwin-Williams Luxembourg S.à r.l., has entered into a new €95 million Credit Agreement, replacing a prior agreement that was terminated. This new five-year revolving credit facility, secured by a guarantee from the parent company, is primarily intended for general corporate purposes, including the refinancing of existing debt. The agreement allows for potential extensions of the maturity date and an increase in the facility size, providing financial flexibility for the company's European operations. This development is significant for investors as it demonstrates Sherwin-Williams' proactive management of its debt obligations and its commitment to maintaining access to credit for its international subsidiaries. The replacement of the older agreement with a new facility suggests a favorable assessment of the company's creditworthiness by the lending institutions involved, which include major financial players like J.P. Morgan, Citigroup, and HSBC.

Key Highlights

  • 1Sherwin-Williams' Luxembourg subsidiary entered into a new €95 million Credit Agreement on September 19, 2012.
  • 2The new credit facility is a five-year revolving credit agreement, replacing a previous €200 million agreement.
  • 3The new agreement matures in five years but allows for two one-year extensions.
  • 4The credit facility can be increased by up to €30 million, subject to lender discretion.
  • 5Proceeds from the credit facility are designated for general corporate purposes, including debt refinancing.
  • 6The parent company, The Sherwin-Williams Company, acts as a guarantor for the new credit agreement.
  • 7The prior credit agreement was terminated on September 19, 2012, with no outstanding borrowings at that time.

Frequently Asked Questions

The proceeds from the new Credit Agreement are intended for general corporate purposes, which include refinancing existing indebtedness for Sherwin-Williams' Luxembourg subsidiary.

The new €95 million, five-year revolving credit facility replaces a prior three-year €200 million agreement that was scheduled to expire in July 2013. The new agreement offers similar covenants but with a different maturity profile and potential for expansion.

The agreement provides flexibility through a five-year term with options for two one-year extensions. Additionally, there is a provision for increasing the facility size by up to €30 million, subject to lender commitments, offering potential for expanded funding if needed.

J.P. Morgan Europe Limited serves as the administrative agent and L/C issuer. J.P. Morgan Securities LLC, Citigroup Global Markets Inc., and HSBC Securities (USA) Inc. acted as joint lead arrangers and bookrunners.