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 of our assets in foreclosure, dissolution, winding-up,
liquidation, reorganization or other bankruptcy proceeding, our secured creditors will have a superior claim to those of our assets that constitute their collateral. If any of the foregoing events occur, we cannot assure you that there will be
sufficient assets to pay amounts due on the notes. Holders of the notes will participate ratably with all holders of our other unsecured senior indebtedness, and with all of our other general senior creditors, based upon the respective amounts owed
to each holder or creditor, in our remaining assets. As a result, holders of the notes may receive less, ratably, than our secured creditors.
As of August 31, 2017, our total consolidated indebtedness was $2,122.3 million, of which an aggregate of $0.5 million was
secured indebtedness of our subsidiaries and our subsidiaries had $92.3 million of indebtedness, $87.9 million of which is related to subsidiary borrowings under our revolving credit facility (guaranteed by the Company) and
$4.4 million of which is related to various mortgages, lines of credit or notes payable held by our subsidiaries). After giving effect to the issuance of the notes and the use of proceeds therefrom, our total consolidated indebtedness would
have been $2,172.6 million.
We are a holding company and we depend upon cash from our subsidiaries to service our debt. If we do not receive cash
distributions, dividends or other payments from our subsidiaries, we may not be able to make payments on the notes.
We are a holding
company and all of our operations are conducted through our subsidiaries. Accordingly, we are dependent upon the earnings and cash flows of, and cash distributions, dividends or other payments from, our subsidiaries to provide the funds necessary to
meet our debt service obligations, including the required payments on the notes. If we do not receive cash distributions, dividends or other payments from our subsidiaries, we may not be able to pay the principal or interest on the notes.
Our subsidiaries are permitted under the terms of our indebtedness to incur additional indebtedness that may restrict or prohibit the making
of distributions, the payment of dividends or the making of loans by our subsidiaries to us. We cannot assure you that agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with
sufficient cash distributions, dividends or other payments to fund payments on these notes when due.
RPM International Inc. (NYSE: RPM) owns subsidiaries that are world leaders in coatings, sealants, building materials and related services. From homes to precious landmarks worldwide, their brands are trusted by consumers and professionals alike to protect, improve and beautify. Among its leading consumer brands are Rust-Oleum, DAP and Zinsser. Learn more about RPM brands >>
RPM is a compelling long-term investment.
The percent by which RPM's 10-year total return has bested the S&P 500. More reasons >>
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