Sherwin-Williams extends exchange for Valspar notes to early Thursday

By Wendy Van Sickle

Columbus, Ohio, May 31 – Sherwin-Williams Co. extended its exchange offers for five note series issued by Valspar Corp. to 9 a.m. ET on June 1 from 5 p.m. ET on May 31.

Sherwin-Williams also gave in a Wednesday evening news release an update on the amount of notes tendered by the previous exchange offer deadline.

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 is soliciting consents on behalf of Valspar to amend the notes to eliminate covenants, restrictive provisions and events of default.

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

Specifically, Sherwin-Williams is 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, according to a company notice:

• $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.

Tendered notes may no longer be withdrawn as of the early tender date.

Holders who tender for exchange after the early deadline will receive $970 principal amount of Sherwin-Williams notes for each $1,000 principal amount of Valspar notes.

Each exchange and consent solicitation requires completion of the other offers, although Sherwin-Williams said it may waive the condition.

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

The exchange is being made only to holders who are qualified institutional buyers under Rule 144A or those who are not U.S. persons under Rule 902.

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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