05.05.17
The Sherwin-Williams Company has announced that, in connection with the anticipated combination of Sherwin-Williams and The Valspar Corporation, Sherwin-Williams has commenced offers to exchange any and all outstanding notes issued by Valspar as set forth for (1) up to $1,550,000,000 aggregate principal amount of new notes issued by Sherwin-Williams and (2) cash.
To see the table sets forth the Exchange Consideration, Early Tender Payment and Total Exchange Consideration for each series of Existing Valspar Notes, visit https://investors.sherwin-williams.com/press/2017/502_SHW-VALdebt/index.jsp.
In conjunction with the Exchange Offers, Sherwin-Williams, on behalf of Valspar, is soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures governing the Existing Valspar Notes to eliminate certain covenants, restrictive provisions and events of default from such indentures. Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although Sherwin-Williams may waive such condition at any time with respect to an Exchange Offer. The Exchange Offers and Consent Solicitations are conditioned upon the closing of the acquisition (the “Acquisition”) of Valspar by Sherwin-Williams pursuant to the Agreement and Plan of Merger, dated as of March 19, 2016, by and among Sherwin-Williams, Viking Merger Sub, Inc., a wholly owned subsidiary of Sherwin-Williams, and Valspar, pursuant to which Sherwin-Williams has agreed to acquire Valspar. Any waiver of a condition by Sherwin-Williams with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable.
The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated May 2, 2017 (the “Offering Memorandum and Consent Solicitation Statement”).
Holders who validly tender their Existing Valspar Notes at or prior to 5:00 p.m., New York City time, on May 16, 2017, unless extended (the “Early Tender Date”), will be eligible to receive the applicable Total Exchange Consideration as set forth in the table above, which includes the applicable Early Tender Payment as set forth in the table, for all such Existing Valspar Notes that are accepted. For each $1,000 principal amount of Existing Valspar Notes validly tendered after the Early Tender Date but prior to 5:00 p.m., New York City time, on May 31, 2017, unless extended (the “Expiration Date”), holders of Existing Valspar Notes will not be eligible to receive the applicable Early Tender Payment and, accordingly, will only be eligible to receive the applicable Exchange Consideration as set forth in the table above on the settlement date. The settlement date is expected to occur within two business days after the Expiration Date.
Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to eligible holders of Existing Valspar Notes who complete and return an eligibility form confirming that they are either a) a “qualified institutional buyer” under Rule 144A or b) a person that is outside of the “United States” and is (i) not a “U.S. Person,” as those terms are defined in Rule 902 under the Securities Act, (ii) a “non-U.S. qualified offeree”, as defined in the Offering Memorandum and Consent Solicitation Statement” and (iii) not located in Canada. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement and related Letter of Transmittal and Consent, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (866) 924-2200 (U.S. toll-free) or (212) 430-3774 (banks and brokers). The eligibility form is available electronically at: http://gbsc-usa.com/eligibility/sherwin-williams.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and Letter of Transmittal and Consent and only to such persons and in such jurisdictions as is permitted under applicable law.
The New Sherwin-Williams Notes have not been and will not be registered under the Securities Act of 1933 or any state securities laws. Therefore, the New Sherwin-Williams Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws.
To see the table sets forth the Exchange Consideration, Early Tender Payment and Total Exchange Consideration for each series of Existing Valspar Notes, visit https://investors.sherwin-williams.com/press/2017/502_SHW-VALdebt/index.jsp.
In conjunction with the Exchange Offers, Sherwin-Williams, on behalf of Valspar, is soliciting consents (each, a “Consent Solicitation” and, collectively, the “Consent Solicitations”) to adopt certain proposed amendments to each of the indentures governing the Existing Valspar Notes to eliminate certain covenants, restrictive provisions and events of default from such indentures. Each Exchange Offer and Consent Solicitation is conditioned upon the completion of the other Exchange Offers and Consent Solicitations, although Sherwin-Williams may waive such condition at any time with respect to an Exchange Offer. The Exchange Offers and Consent Solicitations are conditioned upon the closing of the acquisition (the “Acquisition”) of Valspar by Sherwin-Williams pursuant to the Agreement and Plan of Merger, dated as of March 19, 2016, by and among Sherwin-Williams, Viking Merger Sub, Inc., a wholly owned subsidiary of Sherwin-Williams, and Valspar, pursuant to which Sherwin-Williams has agreed to acquire Valspar. Any waiver of a condition by Sherwin-Williams with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable.
The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated May 2, 2017 (the “Offering Memorandum and Consent Solicitation Statement”).
Holders who validly tender their Existing Valspar Notes at or prior to 5:00 p.m., New York City time, on May 16, 2017, unless extended (the “Early Tender Date”), will be eligible to receive the applicable Total Exchange Consideration as set forth in the table above, which includes the applicable Early Tender Payment as set forth in the table, for all such Existing Valspar Notes that are accepted. For each $1,000 principal amount of Existing Valspar Notes validly tendered after the Early Tender Date but prior to 5:00 p.m., New York City time, on May 31, 2017, unless extended (the “Expiration Date”), holders of Existing Valspar Notes will not be eligible to receive the applicable Early Tender Payment and, accordingly, will only be eligible to receive the applicable Exchange Consideration as set forth in the table above on the settlement date. The settlement date is expected to occur within two business days after the Expiration Date.
Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to eligible holders of Existing Valspar Notes who complete and return an eligibility form confirming that they are either a) a “qualified institutional buyer” under Rule 144A or b) a person that is outside of the “United States” and is (i) not a “U.S. Person,” as those terms are defined in Rule 902 under the Securities Act, (ii) a “non-U.S. qualified offeree”, as defined in the Offering Memorandum and Consent Solicitation Statement” and (iii) not located in Canada. The complete terms and conditions of the Exchange Offers and Consent Solicitations are described in the Offering Memorandum and Consent Solicitation Statement and related Letter of Transmittal and Consent, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (866) 924-2200 (U.S. toll-free) or (212) 430-3774 (banks and brokers). The eligibility form is available electronically at: http://gbsc-usa.com/eligibility/sherwin-williams.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders or consents with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Exchange Offers and Consent Solicitations are being made solely pursuant to the Offering Memorandum and Consent Solicitation Statement and Letter of Transmittal and Consent and only to such persons and in such jurisdictions as is permitted under applicable law.
The New Sherwin-Williams Notes have not been and will not be registered under the Securities Act of 1933 or any state securities laws. Therefore, the New Sherwin-Williams Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and any applicable state securities laws.
