UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On February 17, 2025, The Sherwin-Williams Company (the “Company”) announced that its wholly owned subsidiary, Sherwin-Williams do Brasil Indústria e Comércio Ltda. (the “Purchaser”), entered into an agreement, dated February 15, 2025 (the “Purchase Agreement”), with BASF S.A. (the “Seller”) and BASF Coatings S.A. (the “Target Company”), both wholly owned subsidiaries of BASF SE (“BASF”), to acquire all of the issued and outstanding equity interests in the Target Company (the “Transaction”).
Pursuant to the Purchase Agreement, the Seller will carry out a carve-out of its decorative paints business in Brazil (the “Business”) through a drop-down/assignment of all of the relevant assets, properties, contracts, permits, rights and employees of the Business into the Target Company (the “Carve-Out”). The Purchaser will pay a cash purchase price of $1.15 billion, subject to customary post-closing adjustments. The closing of the Transaction (the “Closing”) is subject to receipt of Brazilian antitrust approval, completion of the Carve-Out, and satisfaction or waiver of certain other customary closing conditions.
The Purchase Agreement provides certain termination rights for each of the Purchaser and the Seller, including, without limitation, the right to terminate (i) by either party, if Closing has not occurred within 18 months from the date of the Purchase Agreement (the “End Date”), (ii) by either party in the event that Brazilian antitrust approval is not obtained by the End Date, subject to the Purchaser’s payment of an 8% termination fee, and (iii) by the Purchaser, if a material adverse effect occurs with respect to the Target Company or the Business.
BASF and the Company will provide guarantees of all the obligations of the Seller and the Purchaser, respectively, under the Purchase Agreement and the other Transaction documents.
SIGNATURES
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.
| THE SHERWIN-WILLIAMS COMPANY | ||||||
| February 18, 2025 | By: | /s/ Stephen J. Perisutti | ||||
| Name: | Stephen J. Perisutti | |||||
| Title: | Senior Vice President - Deputy General Counsel and Assistant Secretary | |||||