Sherwin-Williams commences cash tender offer for 2.25%, 2.75% notes

Chicago, Aug. 12 – Sherwin-Williams Co. announced that it will begin a cash tender offer for up to $1.5 billion combined of its 2.25% senior notes due 2020 and its 2.75% senior notes due 2022, according to a press release.

The 2020 notes are listed as an acceptance priority one, a higher priority. There are $1,439,073,000 outstanding, of which a maximum amount of $1 billion will be accepted for tender.

The 2022 notes are listed as acceptance priority two. Of the $1.25 billion outstanding, a maximum of $500 million will be accepted in the offer.

Noteholders who tender by the early tender deadline, and do not validly withdraw their notes, are entitled to receive the total tender consideration, which includes the applicable early tender premium.

The early tender premiums will be calculated as of 11 a.m. ET on Aug. 6 by reference to an applicable fixed spread over the bid-side yield of the applicable reference security plus unpaid interest.

The early tender premium for the 2020 notes will be based on a 1.5% reference U.S. treasury security due May 15, 2020 and a fixed spread of 15 basis points, inclusive of an early tender premium of $30 per $1,000 principal amount of notes.

The early tender premium for the 2022 notes will be based on a 1.5% U.S. treasury security due Aug. 15, 2022 and a fixed spread of 40 bps, also inclusive of an early tender premium of $30 per $1,000 principal amount of notes.

The early tender deadline is 5 p.m. ET on Aug. 23.

The offers will expire at midnight ET on Sept. 9.

The tender offers are contingent upon one or more financing transactions.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and U.S. Bancorp Investments, Inc. (877 558-2607 or 980 613-4472) are acting as dealer managers for the offers. The tender agent and information agent is Global Bondholder Services Corp. (866 807-2200, 212 430-3774 or contact@gbsc-usa.com).

Sherwin-Williams is a Cleveland-based maker of paints and related products.

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