Fitch Places Sherwin-Williams' Ratings on Watch Negative on Valspar Acquisition Announcement

NEW YORK--(BUSINESS WIRE)--

Fitch Ratings has placed the ratings of The Sherwin-Williams Company SHW on Rating Watch Negative following the proposed acquisition of The Valspar Corporation VAL. Sherwin-Williams and Valspar have entered into a definitive agreement under which Sherwin-Williams will acquire Valspar for $11.3 billion, including the assumption of $2 billion of debt.

A complete list of rating actions follows at the end of this release.

Fitch expects to resolve the Watch Negative upon further review of the transaction and when Fitch becomes reasonably comfortable that the company will be able to obtain the necessary regulatory approvals to complete the transaction.

VALSPAR ACQUISITION

On March 20, 2016, Sherwin-Williams and Valspar 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 $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 about 41% to Valspar's volume weighted average price for the 30 days up to and including March 18, 2016. The transaction represents a 15x EBITDA multiple based on Valspar's projected 2016 EBITDA (excluding any synergies). The transaction is expected to close by the end of the first quarter of 2017.

Sherwin-Williams intends to finance the transaction through a combination of cash on hand, liquidity available under its existing facilities and new debt. The company has obtained committed bridge financing to fund the transaction.

The proposed acquisition has good strategic rationale for Sherwin-Williams. The company and Valspar have highly complementary paints and coatings offerings and this combination accelerates Sherwin-Williams' growth strategy by expanding its global platform in Asia-Pacific and Europe, Middle East and Africa, 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 about $280 million) of approximately $15.6 billion and $2.8 billion, respectively, with approximately 58,000 employees.

KEY RATING DRIVERS

The Negative Watch incorporates Fitch's expectation that leverage and other credit metrics of the combined company will meaningfully weaken from current levels as a result of this debt-financed transaction. Fitch estimates that the company's leverage as measured by debt/EBITDA will increase from 1.0x at year-end 2015 to approximately 4.2x on a pro forma basis, including about $280 million of expected synergies. Adjusted debt / EBITDAR is projected to be about 4.7x on a pro forma basis compared with 2.2x at the conclusion of 2015.

While Fitch views the transaction as strategically positive for Sherwin-Williams, the acquisition will likely result in a multi-notch downgrade of the company's ratings given the large amount of debt to be incurred in the acquisition and the resulting increase in leverage. Fitch anticipates that the company's Issuer Default Rating may be downgraded to low investment grade.

Management indicated that it is committed to an investment grade rating and it expects to rapidly delever its balance sheet in the coming years and pay down debt from free cash flow (FCF). During the past four years, Sherwin-Williams generated FCF margins between 6% - 8.5%. Management also indicated that it will refrain from meaningful share repurchases until leverage is lowered. The company expects debt/EBITDA will decline to about 2x by the end of 2019.

REGULATORY APPROVALS

The transaction is subject to the approval of Valspar shareholders and customary closing conditions, including antitrust and regulatory approvals. Given the complementary nature of the businesses, both management teams believe that no or minimal divestitures should be required to complete the transaction.

Under the terms of the merger agreement, if divestitures are required of businesses totaling more than $650 million of Valspar's 2015 revenues, the transaction price would be adjusted to $105 in cash per Valspar share. Additionally, Sherwin-Williams would have the right to terminate the transaction in the event that required divestitures exceed $1.5 billion in 2015 revenues.

KEY ASSUMPTIONS

Fitch's key assumptions for Sherwin-Williams include:

--Sherwin-Williams completes the acquisition of Valspar during the first quarter of 2017;

--The combined company realizes about $280 million of annual synergies by 2018;

--The combined company's debt will approximate $12 billion at the close of the transaction;

--Standalone revenues increase low to mid-single digits in 2016;

--Standalone EBITDA margins are flat to slightly higher during 2016.

RATING SENSITIVITIES

If the acquisition is completed as currently contemplated, a multi-notch downgrade of Sherwin-Williams' rating to low investment grade is likely. Fitch's review will include:

--The eventual capital structure of the combined company, including pricing of the debt used to fund the transaction and cross-guarantees for all the outstanding debt;

--Management's strategy to lower leverage levels;

--FCF generation of the combined company;

--Fitch's view of the operational risk inherent in the integration of Valspar and any potential upside to financial results to be realized through synergies.

Fitch does not anticipate a positive rating action in the near term.

Fitch has placed the following ratings for Sherwin-Williams' on Watch Negative:

--Long-term Issuer Default Rating (IDR) 'A-';

--Senior unsecured notes 'A-';

--Unsecured bank credit facilities 'A-';

--Short-term IDR 'F2';

--Commercial paper 'F2'.

Additional information is available on www.fitchratings.com

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=869362

Additional Disclosures

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=1001258

Endorsement Policy

https://www.fitchratings.com/jsp/creditdesk/PolicyRegulation.faces?context=2&detail=31

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