UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2020
The Sherwin-Williams Company
(Exact Name of Registrant as Specified in Charter)
| | | | |
Ohio | | 1-04851 | | 34-0526850 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
101 West Prospect Avenue Cleveland, Ohio | | 44115 |
(Address of Principal Executive Offices) | | (Zip Code) |
(216) 566-2000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $1.00 per share | | SHW | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
In connection with the offering and sale of $500,000,000 aggregate principal amount of 2.300% Senior Notes due 2030 and $500,000,000 aggregate principal amount of 3.300% Senior Notes due 2050 by The Sherwin-Williams Company (the “Company”), the Company is filing herewith the following exhibits to its Registration Statement on Form S-3 (File No. 333-233215):
1. Underwriting Agreement, dated March 3, 2020, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein.
2. Fifteenth Supplemental Indenture, dated March 17, 2020, by and between the Company and Wells Fargo Bank, National Association, as Trustee (including Form of Note).
3. Sixteenth Supplemental Indenture, dated March 17, 2020, by and between the Company and Wells Fargo Bank, National Association, as Trustee (including Form of Note).
4. Opinion of Jones Day.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed with this Current Report on Form 8-K:
| | | | |
Exhibit
No. | | | Exhibit Description |
| | | | | |
| | 1.1 | | | Underwriting Agreement, dated March 3, 2020, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives of the several underwriters named therein. |
| | | | | |
| | 4.1 | | | Fifteenth Supplemental Indenture, dated March 17, 2020, by and between the Company and Wells Fargo Bank, National Association, as Trustee (including Form of Note). |
| | | | | |
| | 4.2 | | | Sixteenth Supplemental Indenture, dated March 17, 2020, by and between the Company and Wells Fargo Bank, National Association, as Trustee (including Form of Note). |
| | | | | |
| | 5.1 | | | Opinion of Jones Day. |
| | | | | |
| | 23.1 | | | Consent of Jones Day (included in Exhibit 5.1). |
| | | | | |
| | 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | THE SHERWIN-WILLIAMS COMPANY |
| | | | | | | |
March 17, 2020 | | | | By: | | /s/ Stephen J. Perisutti |
| | | | Name: | | Stephen J. Perisutti |
| | | | Title: | | Vice President, Deputy General Counsel and Assistant Secretary |
