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): January 31, 2017

 

 

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))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On January 31, 2017, The Sherwin-Williams Company (“Sherwin-Williams”) entered into that certain Amendment No. 4 to the Credit Agreement (“Amendment No. 4”) with Citicorp USA, Inc. (“CUSA”), as administrative agent and issuing bank, and the lenders party thereto. Amendment No. 4 amends the Credit Agreement, dated as of May 9, 2016 (as amended, the “Credit Agreement”), among Sherwin-Williams, CUSA, as administrative agent and issuing bank, and the lenders party thereto. The primary purpose of Amendment No. 4 is to increase the amount available for borrowing and obtaining the issuance, renewal, extension and increase of a revolving letter of credit by $50,000,000 up to an aggregate availability of $250,000,000.

Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for Sherwin-Williams and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses.

The foregoing description of Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 4, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information described in Item 1.01 above relating to Amendment No. 4 is incorporated herein by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

The following exhibit is filed with this Current Report on Form 8-K:

 

Exhibit
No.

  

Exhibit Description

4.1    Amendment No. 4 to the Credit Agreement, dated as of January 31, 2017, by and among The Sherwin-Williams Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto.

 

2


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
Date: January 31, 2017     By:  

/s/ Catherine M. Kilbane

      Name:   Catherine M. Kilbane
      Title:   Senior Vice President, General Counsel and Secretary

 

3


EXHIBIT INDEX

 

Exhibit
No.

  

Exhibit Description

4.1    Amendment No. 4 to the Credit Agreement, dated as of January 31, 2017, by and among The Sherwin-Williams Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto.

 

4

Exhibit 4.1

EXECUTION VERSION

AMENDMENT NO. 4

AMENDMENT NO. 4 TO THE CREDIT AGREEMENT , dated as of January 31, 2017 (this “ Amendment ”), among THE SHERWIN-WILLIAMS COMPANY, an Ohio corporation (the “ Company ”), the Lenders party hereto, CITICORP USA, INC. (“ CUSA ”), as Administrative Agent, and CUSA, as Issuing Bank (in such capacity, the “ Issuing Bank ”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement referred to below.

PRELIMINARY STATEMENTS:

(1) The Company, the Administrative Agent, the Lenders from time to time party thereto and the Issuing Bank are parties to that certain Credit Agreement, dated as of May 9, 2016 (as amended by Amendment No. 1 to the Credit Agreement, dated as of May 12, 2016, Amendment No. 2 to the Credit Agreement, dated as of June 20, 2016, and Amendment No. 3 to the Credit Agreement, dated as of August 1, 2016, the “ Credit Agreement ”).

(2) The Company has requested, and the Administrative Agent and the Lenders have agreed, on the terms and conditions set forth herein, to amend the Credit Agreement as specified herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Amendments to Credit Agreement . Upon, and subject to, the satisfaction or waiver in accordance with Section 9.02 of the Credit Agreement of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows:

(a) The following new definition is included in Section 1.01 of the Credit Agreement in the proper alphabetical order as follows:

““ Amendment No.  4 Effective Date ” means January 31, 2017.”

(b) The following definition in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““ Commitment ” means, with respect to each Lender, the commitment of such Lender to acquire participations in the Letter of Credit and to make Loans, as such commitment may be (a) reduced from time to time pursuant to Section 2.07, (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04 or (c) reduced or increased from time to time pursuant to an amendment hereto. The amount of each Lender’s Commitment on the Amendment No. 4 Effective Date is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable.”

 

  1  

THE SHERWIN-WILLIAMS COMPANY

Amendment No. 4 to Credit Agreement


“” Maturity Date ” means June 20, 2021; provided , however , that with respect to the Commitments in the aggregate amount of $50,000,000, the Maturity Date shall mean December 20, 2021.”

(c) Schedule 2.01 of the Credit Agreement is hereby amended and restated in its entirety as set forth in Schedule 2.01 attached hereto.

SECTION 2. Conditions of Effectiveness . Section 1 of this Amendment shall become effective on the date (the “ Amendment No.  4 Effective Date ”) on which:

(a) the Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by (i) the Company, (ii) the Administrative Agent, (iii) the Lenders, and (iv) the Issuing Bank or, as to any of the foregoing parties, written evidence reasonably satisfactory to the Administrative Agent that such party has executed this Amendment;

(b) the Administrative Agent shall have received one or more counterparts of the Fee Letter Amendment No. 4, dated as of January 31, 2017 (the “ Fee Letter Amendment No.  4 ”), duly executed by the Company and Citicorp USA, Inc..

SECTION 3. Effect of this Amendment, Etc.

(a) Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Issuing Bank, the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

(b) Nothing herein shall be deemed to entitle the Company to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

(c) After the Amendment No. 4 Effective Date, each reference in any Loan Document to the Credit Agreement, to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

SECTION 4. Representations and Warranties . The Company represents and warrants to the Administrative Agent and the Lenders that, on and as of the date hereof and on and as of the Amendment No. 4 Effective Date:

(a) (i) The execution, delivery and performance by the Company of this Amendment and the transactions contemplated hereby have been duly authorized by all necessary corporate action, and (ii) this Amendment has been duly executed and delivered by

 

  2  

THE SHERWIN-WILLIAMS COMPANY

Amendment No. 4 to Credit Agreement


the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights generally and subject to general principals of equity, regardless of whether considered in a proceeding in equity or at law.

(b) The representations and warranties of the Company contained in the Credit Agreement and any other Loan Document are true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date.

(c) Both before and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

SECTION 5. Execution in Counterparts . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by telecopier or other form of electronic communication of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

SECTION 6. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 7. WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 8. Jurisdiction; Consent to Service of Process .

(a) The Company hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final

 

  3  

THE SHERWIN-WILLIAMS COMPANY

Amendment No. 4 to Credit Agreement


judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Amendment shall affect any right that the Administrative Agent or any Lender or the Issuing Bank may otherwise have to bring any action or proceeding relating to this Amendment against the Company or its properties in the courts of any jurisdiction.

(b) The Company hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment in any court referred to in subsection (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

  4  

THE SHERWIN-WILLIAMS COMPANY

Amendment No. 4 to Credit Agreement


IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

THE SHERWIN-WILLIAMS COMPANY
By:  

/s/ Jeffrey J. Miklich

  Name:   Jeffrey J. Miklich
  Title:   Vice President and Treasurer

 

 

THE SHERWIN-WILLIAMS COMPANY

Amendment No. 4 to Credit Agreement


CITICORP USA, INC.,
as Administrative Agent and as Issuing Bank
By:  

/s/ David Jaffe

  Name:   David Jaffe
  Title:   Vice President

 

 

THE SHERWIN-WILLIAMS COMPANY

Amendment No. 4 to Credit Agreement


CITIBANK, N.A.,

as Lender

By:  

/s/ John Chun

  Name:   John Chun
  Title:   Vice President

 

 

THE SHERWIN-WILLIAMS COMPANY

Amendment No. 4 to Credit Agreement


Schedule 2.01

Commitments

 

A. For the period ending on June 20, 2021:

 

Lender

   Commitment  

Citibank, N.A.

   $ 250,000,000   
  

 

 

 

Total

   $ 250,000,000   
  

 

 

 

 

B. For the period from and including June 21, 2021 to and including December 20, 2021:

 

Lender

   Commitment  

Citibank, N.A.

   $ 50,000,000   
  

 

 

 

Total

   $ 50,000,000   
  

 

 

 

 

  Schedule 2.01 - 1  

THE SHERWIN-WILLIAMS COMPANY

Amendment No. 4 to Credit Agreement