Filed Pursuant to Rule 433
Registration Statement No. 333-205897
July 28, 2015
The Sherwin-Williams Company
Pricing Term Sheet
$400,000,000 3.450% Senior Notes due 2025 (the “2025 Notes”)
$400,000,000 4.550% Senior Notes due 2045 (the “2045 Notes”)
| Issuer: |
The Sherwin-Williams Company |
| Security Type: |
Senior Unsecured Notes |
| Legal Format: |
SEC Registered |
| Pricing Date: |
July 28, 2015 |
| Settlement: |
July 31, 2015 (T+3) |
| Maturity: |
2025 Notes: August 1, 2025 |
| 2045 Notes: August 1, 2045 |
| Principal Amount: |
2025 Notes: $400,000,000 |
| 2045 Notes: $400,000,000 |
| Benchmark Treasury: |
2025 Notes: UST 2.125% due May 15, 2025 |
| 2045 Notes: UST 2.500% due February 15, 2045 |
| Benchmark Treasury Price and Yield: |
2025 Notes: 98-27 / 2.257% |
| 2045 Notes: 90-15+ / 2.987% |
| Spread to Benchmark Treasury: |
2025 Notes: +120 bps |
| 2045 Notes: +160 bps |
| Yield to Maturity: |
2025 Notes: 3.457% |
| 2045 Notes: 4.587% |
| Coupon: |
2025 Notes: 3.450% |
| 2045 Notes: 4.550% |
| Public Offering Price: |
2025 Notes: 99.941% |
| 2045 Notes: 99.400% |
| Optional Redemption: |
2025 Notes: At any time before May 1, 2025 at a discount rate of Treasury plus 20 basis points |
| 2045 Notes: At any time before February 1, 2045 at a discount rate of Treasury plus 25 basis points |
| Notwithstanding the foregoing, if (i) the 2025 Notes are redeemed on or after May 1, 2025 (the date that is three months prior to their maturity date), the 2025 Notes will |
| be redeemed at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but not including, the date of redemption and (ii) the 2045 Notes are redeemed on or after February 1, 2045 (the date that is six months prior to their maturity date), the 2045 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but not including, the date of redemption. |
| Interest Payment Dates: |
February 1 and August 1, commencing February 1, 2016 |
| CUSIP: |
2025 Notes: 824348 AR7 |
| 2045 Notes: 824348 AS5 |
| ISIN: |
2025 Notes: US824348AR78 |
| 2045 Notes: US824348AS51 |
| Ratings*: |
A2 (stable outlook) /A (stable outlook) |
| Denominations: |
$2,000 and integral multiples of $1,000 in excess thereof |
| Underwriting (Conflicts of Interest): |
Citibank, N.A., an affiliate of Citigroup Global Markets Inc., is a lender under the revolving credit facility that we intend to repay with a portion of the net proceeds of this offering. Accordingly, Citigroup Global Markets Inc. or its affiliate, Citibank, N.A., may receive more than five percent (5%) of the proceeds of this offering and, therefore, Citigroup Global Markets Inc. is deemed to have a “conflict of interest” under Rule 5121 (“FINRA Rule 5121”) of the Financial Industry Regulatory Authority. This offering will be conducted in accordance with FINRA Rule 5121. In accordance with that rule, no qualified independent underwriter (as defined in FINRA Rule 5121) is required because the notes offered are investment grade rated (as defined in FINRA Rule 5121). To comply with FINRA Rule 5121, Citigroup Global Markets Inc. will not confirm any sales to any account over which it exercises discretionary authority without the specific written approval of the transaction from the account holder. |
| Book-Running Managers: |
Citigroup Global Markets Inc. |
| J.P. Morgan Securities LLC |
| Merrill Lynch, Pierce, Fenner & Smith |
| Incorporated |
| U.S. Bancorp Investments, Inc. |
| Wells Fargo Securities, LLC |
| Co-Managers: |
HSBC Securities (USA) Inc. |
| KeyBanc Capital Markets Inc. |
| PNC Capital Markets LLC |
| RBC Capital Markets, LLC |
| SunTrust Robinson Humphrey, Inc. |
2
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, a copy of the prospectus can be obtained by contacting Citigroup Global Markets Inc. at (800) 831-9146 (toll-free), J.P. Morgan Securities LLC at (212) 834-4533 (collect), or Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322 (toll-free).
3