Sherwin-Williams gets no more tenders in exchange for Valspar notes

By Susanna Moon

Chicago, June 1 – Sherwin-Williams Co. said it obtained no additional tenders for exchange in the offers for five note series issued by Valspar Corp. since the previous deadline at 5 p.m. ET on May 31.

The exchange offer ended at 9 a.m. ET on June 1.

The company began offers on May 2 to issue up to $1.55 billion principal amount of new notes in exchange for the Valspar notes.

Along with the exchange, Sherwin-Williams was soliciting consents on behalf of Valspar to amend the notes to eliminate covenants, restrictive provisions and events of default.

The company previously said it secured the needed consents to amend the five note series in connection with a planned merger.

Specifically, Sherwin-Williams was offering to swap out Valspar’s $300 million 7.25% notes due June 15, 2019, $400 million 4.2% notes due Jan. 15, 2022, $250 million 3.3% notes due Feb. 1, 2025, $350 million 3.95% notes due Jan. 15, 2026 and $250 million 4.4% notes due Feb. 1, 2045.

As of 5 p.m. ET on May 31, investors had tendered for exchange the following amount of notes:

• $277,206,000, or 92.4%, of the 7.25% notes, up by $1 million principal amount from the early deadline of 5 p.m. ET on May 16;

• $385,909,000, or 96.48%, of the 4.2% notes, unchanged from the early deadline;

• $235,329,000, or 94.13%, of the 3.3% notes, up by $150,000 from the early deadline;

• $331,342,000, or 94.67%, of the 3.95% notes, unchanged from the early deadline; and

• $248,369,000, or 99.35%, of the 4.4% notes, up by $500,000 from the early deadline.

The total exchange value will be $1,000 for each $1,000 principal amount of Valspar notes plus $1.00 in cash.

The total exchange amount includes an early tender premium of $30 principal amount of new Sherwin-Williams notes for each $1,000 principal amount of Valspar notes tendered by the early tender date.

Holders who tendered for exchange after the early deadline would have received $970 principal amount of Sherwin-Williams notes for each $1,000 principal amount of Valspar notes.

The offers are contingent upon the acquisition of Valspar by Sherwin-Williams under the agreement dated March 19.

Sherwin-Williams priced $6 billion of senior notes on May 2 in five tranches.

Global Bondholder Services Corp. (866 924-2200, 212 430-3774 or http://gbsc-usa.com/eligibility/sherwin-williams) is the exchange agent and information agent.

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

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