8-KAccepted Sep 29, 7:05 AM ET
Sherwin-Williams Enters New $750M and €100M Term Loans
Accepted (ET)
7:05 AM
Sep 29, 2026
Filed
Sep 29, 2026
Documents
12
Size
839.7 KB
Summary
Sherwin-Williams Enters New $750M and €100M Term Loans
What Happened
Sherwin-Williams announced it entered a new 364-day senior unsecured Term Loan Credit Agreement on September 24, 2026, providing a $750 million U.S. term loan (maturing September 23, 2027) and repaid and terminated its prior 364-day delayed draw facility (dated August 8, 2025). On the same date, Sherwin-Williams Luxembourg S.à r.l. (SW Luxembourg) entered a separate €100 million term loan with ING Bank N.V., maturing September 23, 2027 (extendable by up to two additional six-month periods). Sherwin-Williams guarantees SW Luxembourg’s obligations under the EUR loan.
Key Details
- $750 million U.S.-denominated senior unsecured term loan under a new credit agreement dated September 24, 2026; matures September 23, 2027. Administrative agent: Citibank, N.A.
- €100 million EUR-denominated term loan to SW Luxembourg with ING Bank N.V. (Dublin branch); same initial maturity (Sept 23, 2027) and option to extend up to two six-month periods.
- Existing Credit Agreement (Aug 8, 2025) was repaid and terminated in connection with these new loans.
- Financial covenant: consolidated leverage ratio (total funded indebtedness / EBITDA) must not exceed 3.75x at quarter end; temporary election to increase to 4.25x for four quarters is permitted after a qualifying acquisition, subject to conditions.
- Agreements are senior unsecured and include customary representations, covenants and default provisions; lenders have provided and may provide other banking services to Sherwin-Williams.
Why It Matters
These new, short-term term loans provide Sherwin-Williams and its Luxembourg unit with near-term liquidity and flexibility to refinance the prior facility and support general corporate needs (including working capital). The leverage covenant (3.75x, with a temporary 4.25x bandwidth after qualifying acquisitions) is a material restriction that investors should watch because it affects the company’s ability to take on additional debt or complete larger acquisitions without breaching the agreement. Maturities within about one year mean the company will need to manage refinancing or repayment timing into late 2027.