SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2017
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
Registrants telephone number, including area code: (330)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On December 6, 2017, RPM International
Inc. (the Company) entered into an Underwriting Agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several
underwriters named therein (collectively, the Underwriters), providing for the offer and sale by the Company of $300 million aggregate principal amount of 4.250% Notes due 2048 (the Notes).
The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary
indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting
Agreement which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. Certain of the Underwriters and their related entities have engaged and may engage in various financial advisory, commercial banking and investment
banking transactions with the Company in the ordinary course of their business, for which they have received, or will receive, customary compensation and expense reimbursement.
Sale of Notes
On December 6, 2017, the Company agreed to sell $300 million aggregate principal amount of its Notes pursuant to the Underwriting
Agreement. The sale of the Notes is expected to close on December 20, 2017. The offering of the Notes was priced at 99.997% of the $300 million principal amount of Notes to be issued. At that price, the Notes have a yield to maturity of
The expected net proceeds will be approximately $296.2 million after deducting the underwriting discount and estimated
expenses related to the offering. The Company intends to use the net proceeds from the sale of the Notes to repay, redeem or refinance $250.0 million in principal amount of unsecured senior notes due February 15, 2018, which bear interest
at 6.50%, together with accrued and unpaid interest thereon, and for general corporate purposes. Pending such use, the Company intends to use the net proceeds from the sale of the Notes to invest in high-quality short-term investments.
The offering of the Notes was registered under the Securities Act of 1933, as amended (the Securities Act), and is being made
pursuant to the Companys Registration Statement on Form S-3 (File No. 333-217291) and the Prospectus included therein (the Registration
Statement), filed by the Company with the Securities and Exchange Commission (the Commission) on April 13, 2017, and the Prospectus Supplement relating thereto dated December 6, 2017 and filed with the Commission on
December 8, 2017 pursuant to Rule 424(b)(5) promulgated under the Securities Act.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Edward W. Moore
Senior Vice President, General
Chief Compliance Officer
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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