Filed Pursuant to Rule 424(b)(5)Registration No. 333-217291
The information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and accompanying prospectus are not an offer to
sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED DECEMBER 6, 2017
Prospectus dated April 13, 2017)
RPM International Inc.
$300,000,000 % Notes due
We are offering $300 million aggregate principal amount of % Notes
due (the notes). The notes will mature on . RPM
International Inc. will pay interest on the notes semiannually on and of each year,
beginning . We may redeem the notes at our option, at any time or from time to time, either in whole or in part, at the applicable redemption prices described in this prospectus supplement. See
Description of NotesOptional Redemption. If a change of control triggering event as described in this prospectus supplement occurs, unless we have exercised our option to redeem the notes, we will be required to offer to repurchase
the notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest to, but excluding, the repurchase date. See Description of NotesChange of Control Offer.
The notes will be our general unsecured obligations. The notes will rank equally with all of our current and future unsecured, unsubordinated
debt and will be senior in right of payment to all of our future subordinated debt. The notes are a new issuance of securities with no established trading market.
The notes are being offered for sale in the United States and certain jurisdictions outside the United States in which it is lawful to make
such offers. We do not intend to apply for the listing of the notes on any securities exchange or for the quotation of the notes in any dealer quotation system.
Investing in the notes involves risks. See Risk Factors beginning on page S-11 of this prospectus supplement and Risk Factors beginning on page 4 of the accompanying prospectus.
Initial public offering price(1)
Proceeds, before expenses, to RPM International Inc.(1)
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed on
the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The notes will be delivered in book-entry form only through the facilities of The Depository Trust Company, including for the accounts of
Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream Banking, société anonyme, against payment in New York, New York on or
about , 2017.
The date of this prospectus supplement is December , 2017
You should read this prospectus supplement along with the accompanying prospectus dated
April 13, 2017. This prospectus supplement and the accompanying prospectus form one single document and both contain information you should consider when making your investment decision. You should rely only on the information contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you with
information that is different. If the information contained in this prospectus supplement is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement. The information contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus and any related free writing prospectus prepared by us or on our behalf may only be accurate as of their respective dates. Our business, financial condition, results of operations and prospects may
have changed since those dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the
notes in certain jurisdictions may be restricted by law. Persons who come into possession of this prospectus supplement and the accompanying prospectus should inform themselves about and observe any such restrictions. This prospectus supplement and
the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
About This Prospectus Supplement
Where You Can Find More Information
Special Note Regarding Forward-Looking Statements
Use of Proceeds
Ratio of Earnings To Fixed Charges
Description of Notes
Material United States Federal Income Tax Consequences
Validity of Notes
About This Prospectus
Ratio of Earnings to Fixed Charges
Description of Capital Stock
Description of Debt Securities
Description of Other Securities
Plan of Distribution
Validity of Securities
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offering of notes. The second
part is the accompanying prospectus dated April 13, 2017, which is part of our Registration Statement on Form S-3.
This prospectus supplement may add to, update or change the information in the accompanying prospectus. If information in this prospectus
supplement is inconsistent with information in the accompanying prospectus, the information in this prospectus supplement will apply and will supersede that information in the accompanying prospectus. It is important for you to read and consider all
information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus in making your investment decision.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. The distribution of this prospectus supplement and the accompanying prospectus and the
offering of the notes in certain jurisdictions may be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities
described in this prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the
accompanying prospectus, nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this prospectus supplement, or that the information contained or incorporated
by reference in this prospectus supplement or the accompanying prospectus is correct as of any time subsequent to the date of such information.
In this prospectus supplement and the accompanying prospectus, unless otherwise stated, references to RPM, we,
us, our and the Company refer to RPM International Inc. and its consolidated subsidiaries. With respect to the discussion of the terms of the notes on the cover page, in the section entitled Summary and in
the section entitled Description of Notes, the words RPM, we, us, our and the Company refer only to RPM International Inc. and not to any of its subsidiaries.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission
(SEC). The reports, proxy statements and other information that we file electronically with the SEC are available to the public free of charge at the SECs website at www.sec.gov. You may also read and copy any document we file with
the SEC, at prescribed rates, at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of its Public Reference Room. You can also inspect our reports, proxy
statements and other information at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
incorporate by reference into this prospectus supplement and the accompanying prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus. Some information contained in this prospectus supplement and the accompanying prospectus updates the information incorporated
by reference, and information that we subsequently file with the SEC will automatically update information in this prospectus supplement and accompanying prospectus, as well as our other filings with the SEC. In other words, in the case of a
conflict or inconsistency between information in this prospectus supplement and the accompanying prospectus and/or
information incorporated by reference, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below and any filings we
make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), after the initial filing of this prospectus supplement and prior to the time that we sell all the
securities offered under this prospectus supplement, other than the portions of such documents that by statute, by designation in such documents, or otherwise are not deemed to be filed with the SEC or are not required to be incorporated herein by
We will provide to each person, including any beneficial owner, to whom this prospectus supplement is delivered any or all of these filings
(other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, upon written or oral request. You may request these documents by writing to or telephoning us at the following address and
P.O. Box 777
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus (including the information incorporated by reference herein and therein) contain
forward-looking statements. These statements relate to our plans, expectations, estimates and beliefs of future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual
results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as may,
will, could, would, should, expect, plan, anticipate, target, project, intend, believe, estimate,
predict, potential, pro forma, seek or continue or the negative of those terms or other comparable terminology. These statements are only predictions and we can give no assurance that such
expectations will prove to be correct. Some of the things that could cause our actual results to differ substantially from our expectations are:
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, after the date of this prospectus supplement to conform them to actual results. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed in and incorporated by reference into the
section captioned Risk Factors, and by any cautionary language, in this prospectus supplement and the accompanying prospectus. We caution you that these risk factors may not be exhaustive. We operate in a continually changing business
environment, and new risk factors emerge from time to time. We cannot predict such new risk factors, nor can we assess the impact, if any, of such new risk factors on our businesses or the extent to which any factor or combination of factors, may
cause actual results to differ materially from those projected in any forward-looking statements. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus supplement and the accompanying
prospectus or in documents incorporated by reference therein might not occur.
The following summary is qualified in its entirety by the more detailed information included elsewhere or incorporated by reference in this
prospectus supplement and the accompanying prospectus. Because this is a summary, it may not contain all the information that may be important to you. You should read the entire prospectus supplement and the accompanying prospectus as well as the
documents incorporated by reference carefully, including the Risk Factors and the financial statements and the related notes, before making an investment decision.
subsidiaries manufacture, market and sell various specialty chemical product lines, including high-quality specialty paints, protective coatings, roofing systems, sealants and adhesives, focusing on the maintenance and improvement needs of the
industrial, specialty and consumer markets. Our family of products includes those marketed under brand names such as API, Betumat, Carboline, CAVE, DAP, Day-Glo,
Dri-Eaz, Dryvit, Euclid, EUCO, Fibergrate, Fibregrid, Fibrecrete, Flecto, Flowcrete, Grupo PV, Hummervoll, illbruck, Mohawk, Prime Resins, Rust-Oleum, Specialty Polymer Coatings, Stonhard, TCI, Toxement,
Tremco, Tuf-Strand, Universal Sealants, Viapol, Watco and Zinsser. As of May 31, 2017, our subsidiaries marketed products in approximately 168 countries and territories and operated manufacturing
facilities in approximately 139 locations in the United States, Argentina, Australia, Belgium, Brazil, Canada, Chile, China, Colombia, France, Germany, India, Italy, Malaysia, Mexico, The Netherlands, New Zealand, Norway, Poland, Saudi Arabia, South
Africa, South Korea, Spain, Sweden, Turkey, the United Arab Emirates and the United Kingdom. Approximately 36% of our sales are generated in international markets through a combination of exports to and direct sales in foreign countries. For the
fiscal year ended May 31, 2017, we recorded net sales of $5.0 billion.
Our business is divided into three reportable segments:
the industrial reportable segment (industrial segment), the specialty reportable segment (specialty segment) and the consumer reportable segment (consumer segment). Within each reportable segment, we aggregate
several operating segments which comprise individual companies or groups of companies and product lines, which generally address common markets, utilize similar technologies and are able to share manufacturing or distribution capabilities. The
industrial segment (Tremco Group, tremco illbruck Group, and Performance Coatings Group), which comprised approximately 52% of our total net sales for the fiscal year ended May 31, 2017 and 54% of our total net sales for the three months ended
August 31, 2017, includes maintenance and protection products for roofing and waterproofing systems, flooring, passive fire protection, corrosion control, high-performance sealing and bonding solutions, infrastructure rehabilitation and repair
and other construction chemicals. The specialty segment (Specialty Products Group (SPG)Industrial Group) comprised approximately 14% of our total net sales for the fiscal year ended May 31, 2017 and for the three months ended
August 31, 2017, and includes industrial cleaners, restoration services equipment, colorants, exterior finishes, edible coatings and other specialty original equipment manufacturer (OEM) coatings. The consumer segment (Rust-Oleum
Group, DAP Group and SPG-Consumer Group) comprised approximately 34% of our total net sales for the fiscal year ended May 31, 2017 and 32% of our total net sales for the three months ended August 31,
2017, and includes rust-preventative, special purpose and decorative paints, caulks, sealants, primers, nail enamels, cement and woodcare coatings and other branded consumer products.
On May 31, 2010, Bondex International, Inc. and its parent, SPHC, voluntarily filed Chapter 11 reorganization proceedings in the United
States Bankruptcy Court for the District of Delaware. SPHC is our wholly owned subsidiary. In accordance with Accounting Standards Codification (ASC) 810, when a subsidiary becomes subject to the control of a government, court,
administrator, or regulator, deconsolidation of that subsidiary is generally required. We had therefore deconsolidated SPHC and its subsidiaries from our balance sheet as of May 31, 2010, and had eliminated the results of SPHCs
operations from our results of
operations beginning on that date. Effective as of December 23, 2014, the United States Bankruptcy Court in Delaware and the United States District Court in Delaware confirmed the
Bankruptcy Plan for SPHC and related entities, and these entities emerged from bankruptcy. Accordingly, financial results of SPHCs operating subsidiaries, which had not been included in our financial reports since the bankruptcy filing, have
been reconsolidated with our results as of January 1, 2015, and are included in our results from that point forward.
Our industrial segment products are sold throughout North America and also account for the majority of our international sales. Our industrial
product lines are sold directly to contractors, distributors and end-users, such as owners of industrial manufacturing facilities, public institutions and other commercial customers. Our industrial segment
generated $2.6 billion in net sales for the fiscal year ended May 31, 2017 and $729.8 million in net sales for the three months ended August 31, 2017, and includes the following major product lines and brand names:
tremco illbruck Group:
Our specialty segment
products are sold throughout North America and a few international locations, primarily in Europe. Our specialty product lines are sold directly to contractors, distributors and end-users, such as industrial
manufacturing facilities, public institutions and other commercial customers. The specialty segment generated $0.7 billion in net sales for the fiscal year ended May 31, 2017 and $188.5 million in net sales for the three months ended
August 31, 2017, and includes the following major product lines and brand names:
Our consumer segment
manufactures and markets professional use and do-it-yourself (DIY) products for a variety of mainly consumer applications, including home improvement and
personal leisure activities. Our consumer segments major manufacturing and distribution operations are located primarily in North America, along with a few locations in Europe, Australia, South Africa and South America. Consumer segment
products are sold directly to mass merchandisers, home improvement centers, hardware stores, paint stores, craft shops, cosmetic companies and to other smaller customers through distributors. Our consumer segment generated $1.7 billion in net
sales in the fiscal year ended May 31, 2017 and $427.1 million in net sales for the three months ended August 31, 2017, and is composed of the following major product lines and brand names:
executive offices are located at 2628 Pearl Road, P.O. Box 777, Medina, Ohio 44258, and our telephone number is (330) 273-5090. We maintain a website at www.rpminc.com. The information on our
website is not part of this prospectus supplement or the accompanying prospectus.
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important
limitations and exceptions. The Description of Debt Securities section of the accompanying prospectus, as supplemented by the Description of Notes section of this prospectus supplement, contains a more detailed description of
the terms and conditions of the notes. As used in this section, we, our, and us refer to RPM International Inc. and not to its consolidated subsidiaries.
Repurchase at the Option of Holders Upon a Change of Control Triggering Event
Use of Proceeds
Denominations and Form
Summary Historical Consolidated Financial Information
The following information sets forth summary historical consolidated financial information of RPM International Inc. for the periods
presented. We derived the summary historical consolidated financial information presented below for each of the five fiscal years in the period ended May 31, 2017 from our audited consolidated financial statements and our 2017 Annual Report to
Stockholders. The information as of and for the three months ended August 31, 2016 and August 31, 2017 was derived from our unaudited interim consolidated financial statements and includes, in the opinion of management, all normal and
recurring adjustments necessary to present fairly the information for such periods. The results of operations for the three months ended August 31, 2016 and August 31, 2017 are not necessarily indicative of the results to be expected
for the fiscal year ending May 31, 2018.
You should read the financial information presented below in conjunction with the
respective audited and unaudited consolidated financial statements and related notes, Managements Discussion and Analysis of Results of Operations and Financial Condition and other financial information contained in our Annual
Report on Form 10-K for the year ended May 31, 2017 and our Quarterly Report on Form 10-Q for the quarter ended August 31, 2017, which are
incorporated by reference in this prospectus supplement and the accompanying prospectus. See the section entitled Where You Can Find More Information in this prospectus supplement.
Statement of Operations Data:
Cost of sales
Selling, general and administrative expenses(a)
Estimated loss contingency
Goodwill and other intangible asset impairments
Other (income) expense, net
Investment (income) expense, net
Income before income taxes
Provision (benefit) for income taxes
Less: Net income (loss) attributable to Noncontrolling interests
Net income attributable to RPM International Inc. stockholders
Earnings per share (basic)
Earnings per share (diluted)
Cash dividends declared per share
Average number of shares of common stock outstanding:
EBITDA, as adjusted(e),(f)
EBITDA margin, as adjusted(c),(e)
Depreciation and amortization
Cash flows from operating activities
Cash flows (used in) investing activities
Cash flows from (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Balance Sheet Data:
Cash and cash equivalents
All other current assets, excluding cash and cash equivalents
Property, plant and equipment, net
Current and long-term debt
EBIT is defined as earnings (loss) before interest and taxes, while EBITDA is defined as earnings (loss) before
interest, taxes, depreciation and amortization. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT as a performance evaluation measure because interest expense is essentially related to
acquisitions, as opposed to segment operations. For that reason, we believe EBIT is also useful to investors as a metric in their investment decisions. EBIT should not be considered an alternative to, or more meaningful than, operating income as
determined in accordance with GAAP, since EBIT omits the impact of interest and taxes in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness. We evaluate our liquidity based
on cash flows from operating, investing and financing activities, as defined by GAAP, but also look to EBITDA as a supplemental liquidity measure, because we find it useful to understand and evaluate our capacity, excluding the impact of interest,
taxes, and non-cash depreciation and amortization charges, for servicing our debt and otherwise meeting our cash needs, prior to our consideration of the impacts of other potential sources and uses of cash,
such as working capital items. We believe that EBITDA is useful to investors for these purposes as well. EBITDA should not be considered an alternative to, or more meaningful than, cash flows from operating activities, as determined in accordance
with GAAP, since it omits the impact of interest, taxes and changes in working capital that use/provide cash (such as receivables, payables and inventories) as well as the sources/uses of cash associated with changes in other balance sheet items
(such as long-term loss accruals and deferred items). Since EBITDA excludes depreciation and amortization, EBITDA does not reflect any cash requirements for the replacement of the assets being depreciated and amortized, which assets will often have
to be replaced in the future. Further, EBITDA, since it also does not reflect the impact of debt service, cash dividends or capital expenditures, does not represent how much discretionary cash we have available for other purposes. Nonetheless, EBIT
and EBITDA are key measures expected by and useful to our fixed income investors, rating agencies and the banking community all of whom believe, and we concur, that these measures are critical to the capital markets analysis of (i) our
segments core operating performance, and (ii) our ability
Investment expense (income), net
Investment (expense) income, net
(Provision) benefit for income taxes
Changes in operating assets, liabilities and other
Cash from operating activities
Adjustments for one-time items
EBIT, as adjusted
EBITDA, as adjusted
You should carefully consider the following risks, as well as the other information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus, before investing in the notes. If any of the following risks actually occur, our business could be harmed. You should refer to the other information set forth or incorporated by reference in this
prospectus supplement and the accompanying prospectus, including the Risk Factors sections of our Annual Report on Form 10-K for the year ended May 31, 2017 and our Quarterly Report on Form 10-Q for the quarter ended August 31, 2017 and our consolidated financial statements and the related notes incorporated by reference in this prospectus supplement and the accompanying prospectus.
Your right to receive payments on the notes is effectively subordinated to the rights of our existing and future secured creditors.
The notes represent unsecured obligations of RPM. Accordingly, holders of our secured indebtedness will have claims that are superior to your
claims as holders of the notes to the extent of the value of the assets securing that other indebtedness. The notes are also effectively subordinated to any existing and future liabilities of our subsidiaries. We or our subsidiaries may incur
substantial additional indebtedness in the future, which may be senior to the notes. The terms of the notes do not impose any limitation on us or our subsidiaries ability to incur such additional debt.
In the event of any distribution or payment