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obligations have been paid in full. This securitization is
accomplished by having certain subsidiaries sell various of
their accounts receivable to the SPE, and by having the SPE
then transfer those receivables to a conduit administered by
two banks. This transaction did not constitute a form of offbalance
sheet financing, and is fully reflected in our financial
statements. This transaction increased our liquidity and
reduced our financing costs by replacing up to $125.0 million
of existing borrowings at lower interest rates. The amounts
available under the program are subject to changes in the
credit ratings of our customers, customer concentration levels
or certain characteristics of the underlying accounts receivable.
In May 2006, we extended the program for an additional three
years through May 2009. As of May 31, 2007 and 2006 we had
an outstanding balance of $65.0 million and $25.0 million,
respectively, under this agreement.
In May 2003, we issued $297.0 million face value at maturity
unsecured 2.75% Senior Convertible Notes due May 13, 2033.
The 2.75% Notes are convertible into 8,034,355 shares of
RPM International Inc. common stock at a price of $18.68 per
share, subject to adjustment, during any fiscal quarter in
which the closing price of the common stock is greater than
$22.41 per share for at least 20 trading days, within the
30 consecutive trading day period on the last trading day
of the calendar quarter. As further defined in the Indenture,
the Notes are also convertible during any period in which
the credit rating of the Notes is below a specified level or if
specified corporate transactions have occurred. The 2.75%
Notes are redeemable by the holder for the issuance price plus
accrued original issue discount in May 2008, 2013, 2018, 2023,
2028 and 2033. At these times, the purchase price may be paid
in cash, common stock or a combination of cash and common
stock, at our discretion. If we were to settle the purchase price
in cash, we would utilize a portion of our available long-term
financing arrangements. We may redeem for cash all or a
portion of the Notes at any time on or after May 31, 2008.
Interest on the 2.75% Notes is payable beginning November
13, 2003 until May 13, 2008. After that date, cash interest will
not be paid prior to maturity subject to certain contingencies.
In December 2003, we issued and sold $200.0 million of
6.25% Senior Notes due 2013 as a means of refinancing. The
entire net proceeds of $197.0 million from this offering were
used to repay in full the $128.0 million of then-outstanding
borrowings under our $500.0 million revolving credit facility
and $69.0 million of the then-outstanding $72.0 million
balance under our receivable securitization program.
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On September 30, 2004, we issued and sold $200.0 million
of 4.45% Senior Unsecured Notes due 2009, which we
concurrently swapped back to floating interest rate debt.
We used a portion of the net proceeds to pay off our
$15.0 million, 6.12% Senior Notes due 2004, which matured
on November 15, 2004 and also our then outstanding
$68.0 million of commercial paper. As of May 31, 2007 and
2006, the fair value of this interest-rate swap was $6.3 million
and $10.0 million, respectively. These amounts are reflected in
other long-term liabilities on the Consolidated Balance Sheets.
On October 19, 2005, RPM United Kingdom G.P., an indirect
wholly-owned finance subsidiary of RPM International Inc.,
issued and sold $150.0 million of 6.70% Senior Unsecured
Notes due 2015, which are fully and unconditionally
guaranteed by RPM International Inc. The total net proceeds
of the offering of the Senior Unsecured Notes were used to
refinance $138.0 million of revolving credit facility borrowings
in conjunction with the August 31, 2005 acquisition of illbruck
Sealant Systems, and for other general corporate purposes.
Concurrent with the issuance of the 6.70% Senior Unsecured
Notes, RPM United Kingdom G.P. entered into a cross-currency
swap, which fixed the interest and principal payments in euros
for the life of the Senior Unsecured Notes and resulted in an
effective euro fixed rate borrowing of 5.31%. As of May 31,
2007 and 2006, the fair value of this cross-currency swap was
$13.5 million and $13.9 million, respectively, which are
reflected in other long-term liabilities on the Consolidated
Balance Sheets.
On December 29, 2006, we replaced our $330.0 million
revolving credit facility with a new $400.0 million 5-year credit
facility (the “New Facility”). The New Facility will be used for
working capital needs, general corporate purposes, including
acquisitions, and to provide back-up liquidity for the issuance
of commercial paper. The New Facility provides for borrowings
in U.S. dollars and several foreign currencies and also provides
sublimits for the issuance of letters of credit in an aggregate
amount of up to $35.0 million and a swing-line of up to
$20.0 million for short-term borrowings of less than 15 days.
In addition, the size of the New Facility may be expanded
upon our request by up to an additional $175.0 million, thus
potentially expanding the New Facility to $575.0 million,
subject to lender approval. As of May 31, 2007, we had
$123.0 million in outstanding borrowings under the
New Facility.
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