The Sherwin-Williams Company (BMV:SHW) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item2.03.

Exchange Offers

On June2, 2017, The Sherwin-Williams Company (Sherwin-Williams)
settled its previously announced exchange offers and consent
solicitations (the Exchange Offers) for (i)any and all 7.25%
Notes due 2019 (the Existing Valspar 2019 Notes) issued by The
Valspar Corporation (Valspar) and held by certain eligible
holders for up to an aggregate principal amount of $300.0 million
new 7.25% Senior Notes due 2019 (the New Sherwin-Williams 2019
Notes) issued by Sherwin-Williams and cash, (ii)any and all 4.20%
Notes due 2022 (the Existing Valspar 2022 Notes) issued by
Valspar and held by certain eligible holders for up to an
aggregate principal amount of $400.0 million new 4.20% Senior
Notes due 2022 (the New Sherwin-Williams 2022 Notes) issued by
Sherwin-Williams and cash, (iii)any and all 3.30% Notes due 2025
(the Existing Valspar 2025 Notes) issued by Valspar and held by
certain eligible holders for up to an aggregate principal amount
of $250.0 million new 3.30% Senior Notes due 2025 (the New
Sherwin-Williams 2025 Notes) issued by Sherwin-Williams and cash,
(iv)any and all 3.95% Notes due 2026 (the Existing Valspar 2026
Notes) issued by Valspar and held by certain eligible holders for
up to an aggregate principal amount of $350.0 million new 3.95%
Senior Notes due 2026 (the New Sherwin-Williams 2026 Notes)
issued by Sherwin-Williams and cash and (v)any and all 4.40%
Notes due 2045 (theExisting Valspar 2045 Notes) issued by Valspar
and held by certain eligible holders for up to an aggregate
principal amount of $250.0 million new 4.40% Senior Notes due
2045 (the New Sherwin-Williams 2045 Notes) issued by
Sherwin-Williams and cash, in each case, on the terms and subject
to the conditions set forth in the Sherwin-Williams Offering
Memorandum and Consent Solicitation Statement, dated May2, 2017,
as amended.

The Existing Valspar 2019 Notes, the Existing Valspar 2022 Notes,
the Existing Valspar 2025 Notes, the Existing Valspar 2026 Notes
and the Existing Valspar 2045 Notes are referred to herein
collectively as the Existing Valspar Notes. The New
Sherwin-Williams 2019 Notes, the New Sherwin-Williams 2022 Notes,
the New Sherwin-Williams 2025 Notes, the New Sherwin-Williams
2026 Notes and the New Sherwin-Williams 2045 Notes are referred
to herein collectively as the New Sherwin-Williams Notes. The
Exchange Offers were made in connection with the acquisition of
Valspar by Sherwin-Williams that closed on June1, 2017.

New Sherwin-Williams Notes

to the Exchange Offers, Sherwin-Williams issued approximately
(i)$277,176,000 million in aggregate principal amount of New
Sherwin-Williams 2019 Notes, (ii)$385,909,000 million in
aggregate principal amount of New Sherwin-Williams 2022 Notes,
(iii)$235,324,000 million in aggregate principal amount of New
Sherwin-Williams 2025 Notes, (iv)$331,342,000 million in
aggregate principal amount of New Sherwin-Williams 2026 Notes and
(v)$248,354,000 million in aggregate principal amount of New
Sherwin-Williams 2045 Notes.

The New Sherwin-Williams 2019 Notes mature on June15, 2019 and
bear interest at a rate of 7.25%per annum, payable semi-annually
on June15 and December15 of each year. The New Sherwin-Williams
2022 Notes mature on January15, 2022 and bear interest at a rate
of 4.20%per annum, payable semi-annually on January15 and July15
of each year. The New Sherwin-Williams 2025 Notes mature on
February1, 2025 and bear interest at a rate of 3.30%per annum,
payable semi-annually on February1 and August1 of each year. The
New Sherwin-Williams 2026 Notes mature on January15, 2026 and
bear interest at a rate of 3.95%per annum, payable semi-annually
on January15 and July15 of each year. The New Sherwin-Williams
2045 Notes mature on February1, 2045 and bear interest at a rate
of 4.40%per annum, payable semi-annually on February1 and August1
of each year.

The New Sherwin-Williams Notes are unsecured senior obligations
of Sherwin-Williams and rank equally in right of payment with all
of its other senior unsecured debt, are effectively subordinated
to any of Sherwin-Williams secured debt to the extent of the
value securing such debt and are structurally subordinated to the
debt of Sherwin-Williams subsidiaries, including any debt of
Valspar that remains outstanding. The New Sherwin-Williams Notes
have not been registered under the Securities Act of 1933 (the
Securities Act), and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act.

The terms of the New Sherwin-Williams Notes are governed by an
indenture, dated as of July31, 2015 (the Base Indenture), as
supplemented with respect to the New Sherwin-Williams 2019 Notes
by the eighth supplemental indenture, dated as of June2, 2017
(the Eighth Supplemental Indenture), as supplemented with respect
to the New Sherwin-Williams 2022 Notes by the ninth supplemental
indenture, dated as of June2, 2017 (the Ninth Supplemental
Indenture), as supplemented with respect to the New
Sherwin-Williams 2025 Notes by the tenth supplemental indenture,
dated as of June2, 2017 (the Tenth Supplemental Indenture), as
supplemented with respect to the New Sherwin-Williams 2026 Notes
by the eleventh supplemental indenture, dated as of June2, 2017
(the Eleventh Supplemental Indenture), and as supplemented with
respect to the New Sherwin-Williams 2045 Notes by the twelfth
supplemental indenture, dated as of June2, 2017 (the Twelfth
Supplemental Indenture, and collectively with the Base Indenture,
Eighth Supplemental Indenture, Ninth Supplemental Indenture,
Tenth Supplemental Indenture and Eleventh Supplemental Indenture,
the Indenture), in each case by and between Sherwin-Williams and
Wells Fargo Bank, National Association, as trustee. The Indenture
contains customary covenants that, among other things, limit the
ability of Sherwin-Williams, with certain exceptions, to incur
debt secured by liens, engage in sale and leaseback transactions
and enter into certain consolidations, mergers and transfers of
all or substantially all of the assets of Sherwin-Williams and
its subsidiaries, taken as a whole. In addition, upon the
occurrence of a change of control, as defined in the Indenture,
Sherwin-Williams is required to offer to repurchase the New
Sherwin-Williams Notes at 101% of the aggregate principal amount
thereof, plus any accrued and unpaid interest, if any, to the
repurchase date.

Sherwin-Williams may redeem the New Sherwin-Williams Notes of
each series, in whole or in part, at Sherwin-Williams option, at
any time and from time to time at a redemption price equal to the
greater of (i)50% of the principal amount of the New
Sherwin-Williams Notes to be redeemed and (ii)as determined by
the Quotation Agent (as defined in the Indenture), the sum of the
present values of the remaining scheduled payments of interest
and principal thereon (exclusive of interest accrued and unpaid
to, but not including, the date of redemption) discounted to the
date of redemption on a semiannual basis, assuming a 360-day year
consisting of twelve 30-day months, at the Treasury Rate (as
defined in the Indenture) plus 50 basis points with respect to
the New Sherwin-Williams 2019 Notes, 30 basis points with respect
to the New Sherwin-Williams 2022 Notes, 25 basis points with
respect to the New Sherwin-Williams 2025 Notes, 25 basis points
with respect to the New Sherwin-Williams 2026 Notes and 35 basis
points with respect to the New Sherwin-Williams 2045 Notes, plus,
in either case, accrued and unpaid interest to, but not
including, the date of redemption.

Notwithstanding the foregoing, if (i)the New Sherwin-Williams
2022 Notes are redeemed on or after October15, 2021 (the date
that is three months prior to their maturity date), the New
Sherwin-Williams 2022 Notes will be redeemed at a redemption
price equal to 50% of the principal amount of the New
Sherwin-Williams 2022 Notes to be redeemed plus accrued and
unpaid interest to, but not including, the date of redemption,
(ii)the New Sherwin-Williams 2025 Notes are redeemed on or after
November1, 2024 (the date that is three months prior to their
maturity date), the New Sherwin-Williams 2025 Notes will be
redeemed at a redemption price equal to 50% of the principal
amount of the New Sherwin-Williams 2025 Notes to be redeemed plus
accrued and unpaid interest to, but not including, the date of
redemption, (iii)the New Sherwin-Williams 2026 Notes are redeemed
on or after October15, 2025 (the date that is three months prior
to their maturity date), the New Sherwin-Williams 2026 Notes will
be redeemed at a redemption price equal to 50% of the principal
amount of the New Sherwin-Williams 2026 Notes to be redeemed plus
accrued and unpaid interest to, but not including, the date of
redemption and (iv)the New Sherwin-Williams 2045 Notes are
redeemed on or after August1, 2044 (the date that is six months
prior to their maturity date), the New Sherwin-Williams 2045
Notes will be redeemed at a redemption price equal to 50% of the
principal amount of the New Sherwin-Williams 2045 Notes to be
redeemed plus accrued and unpaid interest to, but not including,
the date of redemption.

The Indenture contains customary events of default, including
failure to make required payments of principal and interest,
certain events of bankruptcy and insolvency and failure to make
the required payment in connection with a Change of Control
Triggering Event (as defined in the Indenture).

Registration Rights Agreement

In connection with the issuance of the New Sherwin-Williams
Notes, Sherwin-Williams also entered into a registration rights
agreement, dated June2, 2017 (the Registration Rights Agreement),
by and among Sherwin-Williams, as issuer, and each of Citigroup
Global Markets Inc. and Wells Fargo Securities, LLC, as dealer
managers (the Dealer Managers).

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Under the Registration Rights Agreement, Sherwin-Williams agreed,
among other things, to: (i)file an exchange offer registration
statement with the Securities and Exchange Commission (the SEC)
with respect to the New Sherwin-Williams Notes within 180 days
after June2, 2017 (the Settlement Date); (ii)cause such exchange
offer registration statement to be declared effective by the SEC
within 270 days after the Settlement Date; (iii)keep such
exchange offer registration statement effective until the closing
of the exchange offers; and (iv)subject to certain limitations,
cause the exchange offers to be consummated not later than 365
days following the Settlement Date.

If, among other events, the exchange offers are not consummated
on or prior to the 365th day following the Settlement Date,
Sherwin-Williams would be required to pay special additional
interest, in an amount equal to 0.25%per annum of the principal
amount of the New Sherwin-Williams Notes, for the first 90 days
following default. Thereafter, the amount of special additional
interest will increase to 0.50%per annum until the default is
cured.

The Dealer Managers have in the past performed, and may in the
future from time to time perform, investment banking, financial
advisory, lending or commercial banking services for
Sherwin-Williams and its affiliates for which they have received,
and may in the future receive, customary compensation and
reimbursement of expenses.

The foregoing descriptions of the Eighth Supplemental Indenture,
the Ninth Supplemental Indenture, the Tenth Supplemental
Indenture, the Eleventh Supplemental Indenture, the Twelfth
Supplemental Indenture and the Registration Rights Agreement are
qualified in their entirety by reference to the Eighth
Supplemental Indenture, the Ninth Supplemental Indenture, the
Tenth Supplemental Indenture, the Eleventh Supplemental
Indenture, the Twelfth Supplemental Indenture and the
Registration Rights Agreement, respectively, copies of which are
filed as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 10.1, respectively,
to this Current Report on Form 8-K and are incorporated herein by
reference.

Remaining Existing Valspar Notes

Following the consummation of the Exchange Offers, Valspar had
outstanding approximately (i)$22,794,000 million in aggregate
principal amount of Existing Valspar 2019 Notes, (ii)$14,091,000
million in aggregate principal amount of Existing Valspar 2022
Notes, (iii)$14,671,000 million in aggregate principal amount of
Existing Valspar 2025 Notes, (iv)$18,658,000 million in aggregate
principal amount of Existing Valspar 2026 Notes and (v)$1,631,000
million in aggregate principal amount of Existing Valspar 2045
Notes. The Existing Valspar Notes were issued under an indenture,
dated as of April24, 2002 (as supplemented and amended, the
Existing Valspar Notes Indenture) by and among Valspar, U.S. Bank
National Association, as Series Trustee, and The Bank of New York
Mellon Trust Company, N.A. (as successor to Bank One Trust
Company, N.A.), as Original Trustee. In connection with the
Exchange Offers, Sherwin-Williams, on behalf of Valspar,
solicited the consents of the holders of the Existing Valspar
Notes to amend the Existing Valspar Notes Indenture to remove
certain of the covenants, restrictive provisions and events of
default. The Existing Valspar Notes are the senior unsecured
obligations of Valspar.

(d) Exhibits.

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The Sherwin-Williams Company (BMV:SHW) Recent Trading Information

The Sherwin-Williams Company (BMV:SHW) closed its last trading session up +256.59 at 6,439.59 with 15 shares trading hands.