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): October 30, 2017
The Sherwin-Williams Company
(Exact Name of Registrant as Specified in Charter)
| Ohio | 1-04851 | 34-0526850 | ||
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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101 West Prospect Avenue Cleveland, Ohio |
44115 | |||
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(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)) |
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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 30, 2017, The Sherwin-Williams Company (“Sherwin-Williams”) entered into that certain First Amendment to Credit Agreement (“Amendment No. 1”) with Goldman Sachs Bank USA (“Goldman”), as administrative agent, Goldman Sachs Mortgage Company (“GSMC”), as issuing bank, and the lenders party thereto. Amendment No. 1 amends the Credit Agreement, dated as of September 11, 2017 (as amended, the “Credit Agreement”), among Sherwin-Williams, Goldman, as administrative agent, GSMC, as issuing bank, and the lenders party thereto. Amendment No. 1 increases the amount available under the Credit Agreement by $250,000,000 to an aggregate availability of $500,000,000.
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. 1 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 1, 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. 1 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:
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: October 30, 2017 | By: | /s/ Mary L. Garceau | ||||
| Name: | Mary L. Garceau | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
Exhibit 4.1
Execution Version
FIRST AMENDMENT TO CREDIT AGREEMENT
dated as of October 30, 2017
To the Lenders parties to the Credit Agreement defined below
and the Administrative Agent and the Issuing Bank referred to therein
Ladies and Gentlemen:
Reference is made to the Credit Agreement dated as of September 11, 2017 (the “ Credit Agreement ”) among The Sherwin-Williams Company, an Ohio corporation, as the Company, the institutions from time to time parties thereto as Lenders, Goldman Sachs Bank USA, as Administrative Agent (the “ Administrative Agent ”), and Goldman Sachs Mortgage Company (“ GSMC ”), as Issuing Bank. Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.
The Company hereby requests that the Credit Agreement be amended as provided below.
Section 1. Amendment to Credit Agreement. The parties agree that, subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 2 below and on and as of the First Amendment Effective Date (as defined below), the Credit Agreement is hereby amended by deleting Schedule I thereto and substituting therefor Schedule I attached hereto.
Section 2. Conditions to Effectiveness. Section 1 of this First Amendment to Credit Agreement (this “ First Amendment ”) shall be effective as of October 30, 2017 (the “ First Amendment Effective Date ”) when and if:
(i) the Company, the Issuing Bank and each Lender increasing its Commitment shall have executed and delivered to the Administrative Agent executed counterparts of this First Amendment;
(ii) the Administrative Agent shall have received one or more counterparts of the Amended and Restated Fee Letter, dated as of October 30, 2017 (the “ Amended and Restated Fee Letter ”), which amends the Fee Letter, duly executed by the Company and GSMC; and
(iii) the Administrative Agent shall have received (i) a certificate of the Secretary or an Assistant Secretary of the Company to the effect that the resolutions authorizing the execution, delivery and performance of the Credit Agreement, the Reimbursement Letter and the Fee Letter remain in full force and effect, have not been rescinded, amended or otherwise modified and authorize the amendments made in this First Amendment and the Amended and Restated Fee Letter, (ii) an opinion of either Jones Day, special counsel for the Company, or in-house counsel for the Company relating to the due
authorization of this First Amendment and the Amended and Restated Fee Letter and (iii) a Company Certificate, certifying that the representations and warranties of the Company set forth in Section 3 below are true and correct on and as of the First Amendment Effective Date as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date) and both immediately before and immediately after giving effect to the First Amendment no Default has occurred and is continuing, in the case of each of clauses (i), (ii), and (iii), all dated the First Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
The Administrative Agent shall provide the Company and the Lenders written notice immediately upon the occurrence of the First Amendment Effective Date.
Section 3. Representations and Warranties. The Company represents and warrants that (i) the representations and warranties contained in Article IV of the Credit Agreement, as amended hereby (with each reference therein to “this Agreement”, “hereunder”, any “Credit Document” and words of like import referring to the Credit Agreement or the Fee Letter being deemed to be a reference to this First Amendment, the Credit Agreement, as amended hereby, and the Fee Letter, as amended by the Amended and Restated Fee Letter), are true and correct in all material respects on and as of the date hereof as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date), and (ii) no event has occurred and is continuing, or would result from the execution and delivery of this First Amendment or the Amended and Restated Fee Letter, that constitutes a Default.
Section 4. Effect on the Credit Documents. The execution, delivery and effectiveness of this First Amendment and the Amended and Restated Fee Letter shall not operate as a waiver of any right, power or remedy of the Issuing Bank, any Lender or the Administrative Agent under any Credit Document, or constitute a waiver of any provision of any Credit Document. Except as expressly amended in this First Amendment and pursuant to the Amended and Restated Fee Letter, each Credit Document is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This First Amendment shall be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.
Section 5. Costs, Expenses and Taxes. The Company agrees to pay promptly all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this First Amendment and any other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto.
Section 6. Governing Law. This First Amendment shall be construed in accordance with and governed by the law of the State of New York.
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Section 7. Miscellaneous . This First Amendment shall constitute a Credit Document and shall be subject to the provisions of Article IX of the Credit Agreement, which is incorporated by reference herein, mutatis mutandis .
If you consent and agree to the foregoing, please evidence such consent and agreement by (i) executing and returning a counterpart to this First Amendment by facsimile or e-mail to Annie Sinofsky (fax no. 212-377-6077 / e-mail: fsinofsky@mosessinger.com) and (ii) promptly thereafter executing and returning four (4) original counterparts to this First Amendment by overnight mail to Moses & Singer LLP, 405 Lexington Avenue, New York, NY, 10174, Attention: Annie Sinofsky.
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Very truly yours,
THE SHERWIN-WILLIAMS COMPANY, as Company |
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| By | /s/ Jeffery J. Miklich | |||
| Name: | Jeffrey J. Miklich | |||
| Title: | Vice President and Treasurer | |||
[Signature Page to First Amendment to Credit Agreement]
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Consented and Agreed:
GOLDMAN SACHS BANK USA, as Administrative Agent and as Lender |
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| By: | /s/ David C. Bear | |
| Name: | David C. Bear | |
| Title: | Authorized Signatory | |
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GOLDMAN SACHS MORTGAGE COMPANY, as Issuing Bank
By: Goldman Sachs Real Estate Funding Corp., its General Partner |
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| By: | /s/ Michael Rost | |
| Name: | Michael Rost | |
| Title: | Authorized Signatory | |
[Signature Page to First Amendment to Credit Agreement]
SCHEDULE I
TO
FIRST AMENDMENT TO CREDIT AGREEMENT
* * * * * *
SCHEDULE I
TO
CREDIT AGREEMENT
Commitments
A. During the period from and including the Effective Date to but excluding the First Amendment Effective Date.
|
Lender |
Commitment | |
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Goldman Sachs Bank USA |
$250,000,000.00 | |
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|
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Total: |
$250,000,000.00 |
B. During the period from and including the First Amendment Effective Date to and including the close of business on the Commitment Termination Date.
|
Lender |
Commitment | |
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Goldman Sachs Bank USA |
$500,000,000.00 | |
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Total: |
$500,000,000.00 |