SEC Document

Table of Contents

We may not have the funds to repurchase the notes upon a change of control triggering event as required by the notes, which would result in a default under the notes.

Upon a change of control triggering event, as defined in this prospectus supplement, subject to certain conditions, we are required to offer to repurchase all outstanding notes at 101% of the principal amount of the notes, plus accrued and unpaid interest to the date of repurchase. The source of funds for that repurchase of notes will be our available cash or cash generated from our subsidiaries’ operations or other potential sources, including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from those sources will be available at the time of any change of control triggering event to make required repurchases of notes tendered. In addition, the terms of our credit agreement provide that specified change of control events constitute an event of default under the credit agreement. Our future debt agreements may contain similar restrictions and provisions. If the holders of the notes exercise their right to require us to repurchase all their notes upon a change of control triggering event, the financial effect of such a repurchase could cause a default under our other debt agreements, even if the change of control itself would not cause a default under those agreements.

Accordingly, it is possible that we will not have sufficient funds at the time of the change of control triggering event to make the required repurchase of our other debt and the notes or that restrictions in our credit agreement will not allow such repurchases. See “Description of Notes—Change of Control Offer” for additional information.

Active trading markets for the notes may not develop.

The notes are a new issue of securities with no established trading market. 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. As a result, we are unable to assure you as to the presence or the liquidity of any trading market for the notes.

We cannot assure you that you will be able to sell your notes at a particular time or that the prices that you receive when you sell your notes will be favorable. We also cannot assure you as to the level of liquidity of the trading market for the notes if one develops. Future trading prices of the notes will depend on many factors, including:


    our operating performance and financial condition;


    the interest of securities dealers in making a market and the number of available buyers;


    the then-current ratings assigned to the notes; and


    the market for similar securities.

Any trading market that develops would be affected by many factors independent of and in addition to the foregoing, including:


    time remaining to the maturity of the notes;


    outstanding amounts of the notes;


    the terms related to the optional redemption of the notes; and


    level, duration and volatility of market interest rates generally.



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