The Sherwin-Williams Company (BMV:SHW) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01.
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Completion of Acquisition or Disposition of Assets. |
As described above, at the Effective Time on the Closing Date,
the Company completed its previously announced acquisition of
Valspar.As a result of the Merger, Valspar became a wholly owned
subsidiary of the Company. At the Effective Time, each
outstanding share of common stock of Valspar, par value $0.50 per
share (Common Stock) (other than Common Stock held in treasury by
Valspar, owned by a wholly owned subsidiary of Valspar or owned
by the Company or any of its wholly owned subsidiaries) was
automatically converted into the right to receive $113.00 in cash
(the Merger Consideration).
At the Effective Time, (a)each outstanding Valspar stock option,
restricted stock unit award, performance-based restricted stock
unit award and restricted share award granted prior to the date
of the Merger Agreement was converted into the right to receive a
cash payment equal to the product of (i)the number of shares of
Common Stock subject to such award and (ii)the Merger
Consideration (in the case of stock options, less the exercise
price per share), less any applicable taxes, and (b)each
outstanding Valspar stock option and restricted stock unit award
granted after the date of the Merger Agreement was converted into
an equivalent award relating to shares of the Companys common
stock on the terms set forth in the Merger Agreement.
The foregoing description of the Merger Agreement and the
transactions contemplated thereby is not complete and is subject
to and qualified in its entirety by reference to the Merger
Agreement, which was filed as Exhibit 2.1 to the Current Report
on Form 8-K filed by the Company with the Securities and Exchange
Commission (SEC) on March21, 2016 and the terms of which are
incorporated by reference herein.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Obligation of a Registrant. |
As previously disclosed, on April13, 2016, the Company entered
into a term loan credit agreement (the Term Loan Credit
Agreement) with a syndicate of lenders, Citibank, N.A., as
administrative agent, and Wells Fargo Bank, National Association,
Morgan Stanley Senior Funding, Inc. and PNC Bank, National
Association, as co-syndication agents. In connection with the
consummation of the Merger, the Company borrowed $2.0billion in
the aggregate under the Term Loan Credit Agreement to pay a
portion of the Merger Consideration and other fees and expenses
related thereto.
| Item9.01. | Financial Statements and Exhibits. |
(a) Financial Statement of Business Acquired.
The Company previously provided the financial statements required
by Item9.01(a) of Form 8-K as Exhibits 99.1 and 99.2 to its
Current Report on Form 8-K filed on May2, 2017.
(b) Pro Forma Financial Information.
The Company previously provided the pro forma financial
statements required by Item9.01(b) as Exhibit 99.3 to its Current
Report on Form 8-K filed on May2, 2017.
| (d) | Exhibits. |
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Exhibit No. |
Description of Exhibit |
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| 2.1 |
Agreement and Plan of Merger, dated as of March19, 2016, by and among The Valspar Corporation, The Sherwin-Williams Company and Viking Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed with the SEC on March21, 2016 (File No.001-04851)). |
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| 4.2 |
Term Loan Credit Agreement, dated as of April13, 2016, by and among The Sherwin-Williams Company, the lenders party thereto, Citibank, N.A., as administrative agent, and Wells Fargo Bank, National Association, Morgan Stanley Senior Funding, Inc. and PNC Bank, National Association, as co-syndication agents (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K filed with the SEC on April15, 2016 (File No.001-04851)). |
The Sherwin-Williams Company (BMV:SHW) Recent Trading Information
The Sherwin-Williams Company (BMV:SHW) closed its last trading session 00.00 at 6,183.00 with 0 shares trading hands.
