8-KFinancial EventsExhibits & Filings

SHERWIN WILLIAMS CO 8-K Report, Financial Obligation (Jun 5, 2017)

Filed June 5, 2017For Securities:SHW

Summary

This 8-K filing by The Sherwin-Williams Company (SHW) on June 5, 2017, details the settlement of its exchange offers for Valspar Corporation's notes, which occurred concurrently with the completion of Sherwin-Williams' acquisition of Valspar on June 1, 2017. The company issued new Sherwin-Williams Senior Notes in exchange for Valspar's existing notes, refinancing approximately $1.44 billion in aggregate principal amount of Valspar debt and replacing it with Sherwin-Williams' obligations. This action is a direct consequence of the acquisition and aims to consolidate the company's debt structure following the integration of Valspar. The new notes issued by Sherwin-Williams carry various interest rates and maturity dates, reflecting the terms of the original Valspar debt. These are unsecured senior obligations of Sherwin-Williams, ranking equally with its other senior unsecured debt, but subordinated to secured debt and structurally subordinated to subsidiary debt. The filing also outlines the terms of the indenture governing these new notes, including covenants, default provisions, and redemption rights, as well as a registration rights agreement obligating Sherwin-Williams to register these notes with the SEC.

Key Highlights

  • 1Sherwin-Williams completed exchange offers for Valspar's notes on June 2, 2017, following the acquisition of Valspar which closed on June 1, 2017.
  • 2Approximately $1.44 billion in aggregate principal amount of Valspar's existing notes were exchanged for new Sherwin-Williams Senior Notes.
  • 3The new Sherwin-Williams Notes comprise several series with varying interest rates (7.25%, 4.20%, 3.30%, 3.95%, 4.40%) and maturity dates ranging from 2019 to 2045.
  • 4The New Sherwin-Williams Notes are unsecured senior obligations, ranking pari passu with existing senior unsecured debt, but subordinated to secured debt and subsidiary debt.
  • 5The company entered into a Registration Rights Agreement to register the newly issued notes with the SEC within specified timeframes, with penalties for non-compliance.
  • 6The Indenture governing the new notes includes customary covenants, events of default, and provisions for redemption and repurchase upon a change of control.
  • 7A portion of the Valspar notes remains outstanding after the exchange offers, indicating partial success in the refinancing effort.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the settlement of Sherwin-Williams' exchange offers for Valspar Corporation's notes, which were conducted in connection with Sherwin-Williams' acquisition of Valspar. This filing details the issuance of new Sherwin-Williams notes and the retirement of existing Valspar notes.

Through these exchange offers, Sherwin-Williams issued approximately $1.44 billion in aggregate principal amount of new Senior Notes. This amount represents the total principal of the Valspar notes exchanged for Sherwin-Williams' debt instruments.

The New Sherwin-Williams Notes are unsecured senior obligations. They rank equally in right of payment with Sherwin-Williams' other senior unsecured debt. However, they are effectively subordinated to any secured debt Sherwin-Williams may have and structurally subordinated to the debt of its subsidiaries.

If Sherwin-Williams fails to complete the registration of the exchange offer for the new notes within 365 days of the settlement date, it will be required to pay special additional interest. This interest starts at 0.25% per annum for the first 90 days of default and increases to 0.50% per annum thereafter until the default is cured.