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RPM International Inc. Announces $150 Million Note Offering

MEDINA, Ohio, May 24, 2011 /PRNewswire via COMTEX/ --

RPM International Inc. (NYSE: RPM) announced today that it agreed to sell $150 million aggregate principal amount of its 6.125% Notes due October 15, 2019 (the "Notes") pursuant to the provisions of an Underwriting Agreement dated May 24, 2011 among RPM and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as Representatives of the Underwriters. The offering was priced at 108.090% of the $150.0 million principal amount of Notes to be issued, together with accrued interest to, and excluding, the closing date. At that price, the Notes have a yield to maturity of 4.934%.

The Notes are a further issuance of the $300 million aggregate principal amount of 6.125% Notes due 2019 initially issued by RPM on October 9, 2009. The Company will pay interest on the Notes semi-annually on April 15th and October 15th of each year. The sale of the Notes is expected to close May 27, 2011.

The expected net proceeds will be approximately $162 million before deducting discounts, commissions and estimated offering expenses. RPM intends to use the net proceeds from the offering of the Notes for general corporate purposes, including working capital and possible acquisitions of complementary businesses or other assets.

RPM expects to apply a portion of the net proceeds to fund its increased minority interest in Kemrock Industries and Exports Ltd. ("Kemrock"), a fully integrated fiberglass reinforced plastic composites manufacturer located in India. The actual amount of proceeds used for this purpose depends on the results of a tender offer made to Kemrock shareholders. Although RPM has an approximately $40 million letter of credit supporting the maximum amount of its potential tender offer obligations, RPM expects that the actual amount of the proceeds that will be used for this purpose will be substantially less than that amount.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any of the securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted. The offering of the Notes was registered under the Securities Act of 1933, as amended (the "Securities Act"), and is being made pursuant to RPM's Registration Statement on Form S-3 filed by RPM with the Securities and Exchange Commission ("SEC").

The Notes will be offered pursuant to an effective registration statement filed with the SEC. Before you invest, you should read the prospectus in that registration statement and applicable prospectus supplement and other documents the Company has filed or will file with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website. Alternatively, the Company, any underwriter or any dealer participating in the offerings will arrange to send you the prospectus relating to the offering if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated at 800-294-1322, or Wells Fargo Securities, LLC at 800-326-5897.

About RPM

RPM International Inc., a holding company, owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services serving both industrial and consumer markets. RPM's industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and specialty chemicals. Industrial brands include Stonhard, Tremco, illbruck, Carboline, Euco, Flowcrete and Universal Sealants. RPM's consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands include Zinsser, Rust-Oleum, DAP, Varathane and Testors. Additional details are available at www.rpminc.com.

This press release contains "forward-looking statements" relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us, and are subject to uncertainties and factors (including those specified below) which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital and the effect of changes in interest rates, and the viability of banks and other financial institutions; (b) the prices, supply and capacity of raw materials, including assorted pigments, resins, solvents and other natural gas- and oil-based materials; packaging, including plastic containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) risks related to the adequacy of our contingent liability reserves; (j) risks and uncertainties associated with the Specialty Products Holding Corp. bankruptcy proceedings; and (k) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2010, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.

For more information, contact Robert L. Matejka, senior vice president and chief financial officer, at 330-273-5090 or rmatejka@rpminc.com.

SOURCE RPM International Inc.


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