04 04 2016

The Sherwin-Williams Company acquires The Valspar Corporation for $11.3 Billion

Citi acted as the lead financial advisor to Sherwin-Williams and J.P. Morgan Securities LLC also acted as financial advisor. Jones Day and Weil, Gotshal & Manges LLP are acting as legal advisors to Sherwin-Williams. Goldman Sachs and BofA Merrill Lynch are acting as financial advisors to Valspar and Wachtell, Lipton, Rosen & Katz is acting as its legal advisor.

The Sherwin-Williams Company (NYSE: SHW) and The Valspar Corporation (NYSE: VAL) today announced that they have entered into a definitive agreement under which Sherwin-Williams will acquire Valspar for $113 per share in an all-cash transaction, or an enterprise value of approximately $11.3 billion.  At $113 per share, the transaction, which has been unanimously approved by the Boards of Directors of both companies, represents a premium of approximately 41% to Valspar's volume weighted average price for the 30 days up to and including March 18, 2016. Sherwin-Williams and Valspar have highly complementary paints and coatings offerings and this combination enhances Sherwin-Williams position as a premier global paints and coatings provider.  The transaction results in an exceptional, diversified array of strong brands and technologies, accelerates Sherwin-Williams growth strategy by expanding its global platform in Asia-Pacific and EMEA, and also adds new capabilities in the packaging and coil segments. The combined company would have pro forma 2015 Revenues and Adjusted EBITDA (including estimated annual synergies) of approximately $15.6 billion and $2.8 billion, respectively, with approximately 58,000 employees. Davis Polk is advising Citigroup Global Markets Inc. - acting as the sole lead arranger, sole bookrunner and administrative agent in connection with a $9.3 billion unsecured bridge facility to be provided to The Sherwin-Williams Company - with a team including Jason Kyrwood  Darren Mahone (Banking & Finance) John B. Meade, Derek Dostal,  Dan Gibbons and Brandon Une (Capital Market). Weil is representing The Sherwin-Williams Company on antitrust aspects of the acquisition with a team including Steven Newborn and partner Laura Wilkinson, and associates Megan Granger, Jonathan Cheng, Leslie Roter (not yet admitted to practice in Washington, D.C.) and Ryne Saxe.

Jones Day is advising The Sherwin-Williams Company with a team led by James Dougherty (Picture) and Robert Profusek (M&A) and including Brett Barragate (Banking and Finance); Michael Solecki (Capital Markets); Tricia Eschbach-Hall (Employee Benefits & Employee Compensation). Wachtell Lipton Rosen & Katz is representing Valspar with a team led by  Andrew R. Brownstein and Mark Gordon (Corporate) and including Michael H. Byowitz and David A. Schwartz (Antitrust); Michael J. Segal (Executive Compensation & Benefits); Eric M. Rosof (Financing); Deborah L. Paul (Tax). Involved fees earner: James Dougherty - Jones Day; Bob Profusek - Jones Day; Steven Newborn - Weil; Laura Wilkinson - Weil; Megan Granger - Weil; Jonathan Cheng - Weil; Leslie Roter - Weil; Ryne Saxe - Weil; Andrew Brownstein - Wachtell, Lipton, Rosen & Katz; Mark Gordon - Wachtell, Lipton, Rosen & Katz; Michael Byowitz - Wachtell, Lipton, Rosen & Katz; David Schwartz - Wachtell, Lipton, Rosen & Katz; Michael Segal - Wachtell, Lipton, Rosen & Katz; Eric Rosof - Wachtell, Lipton, Rosen & Katz; Deborah Paul - Wachtell, Lipton, Rosen & Katz; Jason Kyrwood - Davis Polk & Wardwell; Darren Mahone - Davis Polk & Wardwell; John Meade - Davis Polk & Wardwell; Derek Dostal - Davis Polk & Wardwell; Dan Gibbons - Davis Polk & Wardwell; Brandon Une - Davis Polk & Wardwell; Brett Barragate - Jones Day; Michael Solecki - Jones Day; Tricia Eschbach-Hall - Jones Day;

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