RPM INTERNATIONAL INC. (NYSE:RPM) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
On February27, 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 $50million aggregate principal
amount of 5.250% Notes due 2045 (the 2045 Notes) and $400million
aggregate principal amount of 3.750% Notes due 2027 (the 2027
Notes and, together with the 2045 Notes, the Notes). The 2045
Notes are a further issuance of the $250million aggregate
principal amount of 5.250% Notes due 2045 initially issued by the
Company on May29, 2015.
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
Exhibit1.1 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.
| Item8.01 | Other Events |
Sale of Notes
On February27, 2017, the Company agreed to sell $50million
aggregate principal amount of its 2045 Notes and $400million
aggregate principal amount of its 2027 Notes to the Underwriting
Agreement. The sale of the Notes is expected to close on March2,
2017. The offering of the 2045 Notes was priced at 106.232% of
the $50million principal amount of 2045 Notes to be issued,
together with accrued interest to, and excluding, the closing
date. At that price, the 2045 Notes have a yield to maturity of
4.839%. The offering of the 2027 Notes was priced at 99.858% of
the $400million principal amount of 2027 Notes to be issued. At
that price, the 2027 Notes have a yield to maturity of 3.767%.
The expected net proceeds will be approximately $448.9million
after deducting the underwriting discount and estimated expenses
related to the offering. The Company intends to use the net
proceeds from the offering of the Notes to repay a portion of the
outstanding borrowings under the Companys revolving credit
facility and for general corporate purposes. The outstanding
borrowings under the Companys revolving credit facility were
made, in part, to pay the Companys December23, 2016 payment in
the amount of $102.5million to the trusts established under the
bankruptcy plan for Specialty Products Holding Corp. and related
entities, and to provide working capital and fund acquisitions
over the past twelve months.
The offering of the Notes was registered under the Securities Act
of 1933, as amended (the Securities Act), and is being made to
the Companys Registration Statement on Form S-3 (File
No.333-195132) and the Prospectus included therein (the
Registration Statement), filed by the Company with the Securities
and Exchange Commission (the Commission) on April8, 2014, and the
Prospectus Supplement relating thereto dated February27, 2017 and
filed with the Commission on March1, 2017 to Rule 424(b)(5)
promulgated under the Securities Act.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits.
|
Exhibit Number |
Description |
|
| 1.1 |
Underwriting Agreement, dated February27, 2017, among the Company and Merrill Lynch, Pierce, Fenner Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the Underwriters. |
|
| 5.1 | Opinion of Calfee, Halter Griswold LLP | |
| 5.2 | Opinion of Harter Secrest Emery LLP |
About RPM INTERNATIONAL INC. (NYSE:RPM)
RPM International Inc., through its subsidiaries, manufactures, markets and sells various specialty chemical product lines, including specialty paints, protective coatings, roofing systems, sealants and adhesives, focusing on the maintenance of industrial, specialty and consumer markets. The Company operates through three segments: the industrial reportable segment (industrial segment), the specialty reportable segment (specialty segment) and the consumer reportable segment (consumer segment). Its family of products includes those marketed under brand names, such as API, Carboline, CAVE, DAP, Day-Glo, Dri-Eaz, Dryvit, Euclid, EUCO, Fibergrate, Flecto, Flowcrete, Grupo PV, Hummervoll, illbruck, Mohawk, Rust-Oleum, Stonhard, TCI, Toxement, Tremco, Tuf-Strand, Universal Sealants, Viapol, Watco and Zinsser. As of May 31, 2016, its subsidiaries marketed products in approximately 164 countries and territories, and operated manufacturing facilities in approximately 120 locations. RPM INTERNATIONAL INC. (NYSE:RPM) Recent Trading Information
RPM INTERNATIONAL INC. (NYSE:RPM) closed its last trading session down -0.01 at 54.37 with 548,738 shares trading hands.
