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Sherwin Williams Co – ‘8-K’ for 2/16/21

On:  Tuesday, 2/16/21, at 10:17am ET   ·   For:  2/16/21   ·   Accession #:  1193125-21-43813   ·   File #:  1-04851

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/16/21  Sherwin Williams Co               8-K:1,2,9   2/16/21   11:207K                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     25K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     40K 
 7: R1          Document and Entity Information                     HTML     46K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
 6: XML         XBRL Instance -- d83881d8k_htm                       XML     13K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.LAB  XBRL Labels -- shw-20210216_lab                      XML     53K 
 5: EX-101.PRE  XBRL Presentations -- shw-20210216_pre               XML     34K 
 3: EX-101.SCH  XBRL Schema -- shw-20210216                          XSD     12K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
11: ZIP         XBRL Zipped Folder -- 0001193125-21-043813-xbrl      Zip     15K 

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 i SHERWIN WILLIAMS CO  i false  i 0000089800 0000089800 2021-02-16 2021-02-16



Washington, D.C. 20549

FORM  i 8-K


Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i February 16, 2021

The Sherwin-Williams Company

(Exact Name of Registrant as Specified in Charter)


 i Ohio    i 1-04851    i 34-0526850

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


 i 101 West Prospect Avenue

 i Cleveland,  i Ohio

   i 44115

(Address of Principal

Executive Offices)

  (Zip Code)

 i (216)  i 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

 i Common Stock, par value $1.00 per share    i SHW    i New York Stock Exchange

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  i 

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 February 16, 2021, The Sherwin-Williams Company (“Sherwin-Williams”) entered into that certain Amendment No. 14 to the Credit Agreement (“Amendment No. 14”) with Citicorp USA, Inc. (“CUSA”), as administrative agent and issuing bank, and the lenders party thereto. Amendment No. 14 amends the Credit Agreement, dated as of May 9, 2016 (as amended, the “Credit Agreement”), among Sherwin-Williams, CUSA, as administrative agent and issuing bank, and the lenders party thereto. The primary purpose of Amendment No. 14 is to extend the maturity of $75,000,000 of the commitments available for borrowing and obtaining the issuance, renewal, extension and increase of a revolving letter of credit from December 21, 2021 to December 20, 2025.

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. 14 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 14, 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. 14 is incorporated herein by reference into this Item 2.03.


Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this Current Report on Form 8-K:




Exhibit Description

  4.1    Amendment No. 14 to the Credit Agreement, dated as of February 16, 2021, by and among The Sherwin-Williams Company, Citicorp USA, Inc., as administrative agent and issuing bank, and the lenders party thereto
  104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.


Date: February 16, 2021     By:  

/s/ Stephen J. Perisutti

    Name:    Stephen J. Perisutti
    Title:   Vice President, Deputy General Counsel and Assistant Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:2/16/21
5/9/164,  8-K
 List all Filings 

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/19/21  Sherwin-Williams Co.              S-8         2/19/21    4:82K                                    Donnelley … Solutions/FA
 2/19/21  Sherwin-Williams Co.              10-K       12/31/20  120:17M
Filing Submission 0001193125-21-043813   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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