UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(Exact Name of Registrant as Specified in Charter)
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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 8.01. | Other Events. |
In connection with the offering and sale of $600,000,000 aggregate principal amount of 4.050% Senior Notes due 2024 and $400,000,000 aggregate principal amount of 4.250% Senior Notes due 2025 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. 333-266623):
1. Underwriting Agreement, dated August 8, 2022, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, acting as representatives of the several underwriters named therein.
2. Indenture, dated August 10, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee.
3. First Supplemental Indenture, dated August 10, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).
4. Second Supplemental Indenture, dated August 10, 2022, by and between the Company and U.S. Bank Trust Company, National Association, as Trustee (including Form of Note).
5. 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:
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 | ||||
| August 10, 2022 |
By: |
/s/ Stephen J. Perisutti | ||
| Name: | Stephen J. Perisutti | |||
| Title: | Vice President, Deputy General Counsel and Assistant Secretary | |||