MEDINA, Ohio, Dec. 2, 2013 /PRNewswire/ -- RPM International (NYSE: RPM) today announced that, subject to market and other conditions, it intends to offer $200 million of convertible senior notes due 2020. RPM also expects to grant the underwriters an option to purchase up to $5 million of additional notes to cover over-allotments.
The notes will be senior unsecured obligations ranking equally with RPM's existing and future senior unsecured debt. Prior to June 15, 2020, the notes will be convertible only upon specified events and, thereafter, at any time. Upon conversion, the notes may be settled, at RPM's election, in cash, shares of RPM's common stock, or a combination of cash and shares of RPM's common stock. The interest rate, conversion rate and other terms will be determined by negotiations between RPM and the underwriters.
Substantially all of the net proceeds from the sale of the notes will be used to repay, redeem or refinance $200 million in principal amount of unsecured senior notes due December 15, 2013, which bear interest at 6.25%, together with accrued and unpaid interest thereon. Pending such use, RPM will use the net proceeds from the sale of the notes to invest in high-quality short-term investments.
Wells Fargo Securities, LLC and Goldman, Sachs & Co. are acting as joint book-running managers for the offering.
The notes will be offered and sold under RPM's shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on April 8, 2011, which was effective upon filing, and a preliminary prospectus supplement setting forth the terms of the notes, filed with the SEC on December 2, 2013. Before investing, investors should read the prospectus and the preliminary prospectus supplement and other documents that RPM has filed with the SEC for more complete information about RPM and the offering. These documents may be obtained at www.sec.gov. Printed copies of the preliminary prospectus supplement relating to the offering may also be obtained by requesting copies from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152 (or by calling (800) 326-5897 or emailing firstname.lastname@example.org) or Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282 (or by calling 1-866-471-2526 or emailing email@example.com).
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, nor will there be any sale of notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
RPM International Inc., a holding company, owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services serving both industrial and consumer markets. RPM's industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and specialty chemicals. Industrial brands include Stonhard, Tremco, illbruck, Carboline, Flowcrete, Universal Sealants and Euco. RPM's consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands include Zinsser, Rust-Oleum, DAP, Varathane and Testors.
For more information, contact Barry M. Slifstein, Vice President – Investor Relations and Planning, at 330-273-5090 or firstname.lastname@example.org.
This press release contains "forward-looking statements" relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us, and are subject to uncertainties and factors (including those specified below) which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital and the effect of changes in interest rates, and the viability of banks and other financial institutions; (b) the prices, supply and capacity of raw materials, including assorted pigments, resins, solvents and other natural gas- and oil-based materials; packaging, including plastic containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) risks related to the adequacy of our contingent liability reserves; (j) risks and uncertainties associated with the Specialty Products Holding Corp. bankruptcy proceedings; and (k) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2013, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.