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Item 1.01
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Entry into a Material Definitive Agreement
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On February 27, 2019, RPM International Inc. (the “Company”) closed its offering of $350 million aggregate principal amount
of 4.550% Notes due 2029 (the “Notes”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Santander Investment Securities Inc. and Wells Fargo
Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”).
In connection
with the closing, on February 27, 2019, the Company issued and sold to the Underwriters the Notes pursuant to the Underwriting Agreement.
The Notes are governed by the Indenture, dated as of April 8, 2014 (the “Base Indenture”), between the Company and Wells Fargo
Bank, National Association, as supplemented by the Officers’ Certificate and Authentication Order, dated as of February 27, 2019 (the “Officers’ Certificate”). The Officers’ Certificate and the Base Indenture are
referred to herein collectively as the “Indenture.”
Interest on the Notes will accrue from February 27, 2019 and will be
payable semiannually in arrears on March 1
st
and September 1
st
of each year, beginning September 1, 2019, at a rate of 4.550%
per year. The Notes mature on March 1, 2029.
The Indenture provides that an Event of Default (as defined in the Indenture) will
occur if the Company defaults in any payment of interest on any Note when due and payable and the default continues for a period of 30 days, defaults in payment of any principal of any Note when due and payable at its stated maturity, upon optional
redemption, or upon any required repurchase or upon declaration of acceleration or otherwise (subject to applicable notice and/or grace periods). Other Events of Default under the Indenture include: the Company’s failure to comply with certain
corporate restrictions in the Officers’ Certificate, the Company’s failure to comply (subject to applicable notice and/or grace periods) with any of its other agreements contained in the Notes or the Indenture, the default under other
indebtedness of the Company in an amount equal to or greater than the greater of $50 million or 10% of Consolidated Stockholders’ Equity (as defined in the Indenture), any final judgment (subject to certain rights of appeal and other
limitations) against the Company or any of its subsidiaries in an amount equal to or greater than the greater of $50 million or 7% of Consolidated Stockholders’ Equity (as defined in the Indenture) remains unpaid or discharged for 60 days,
and certain events of bankruptcy, insolvency or reorganization.
In certain Event of Defaults, the Trustee by notice to the Company, or
the holders of at least 25% in principal amount of then outstanding Notes by notice to the Company and to the Trustee, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all then outstanding Notes to be due and
payable. Upon such a declaration, such principal and accrued and unpaid interest, if any, will be due and payable immediately.
The
foregoing description of the material terms of the Officers’ Certificate is qualified in its entirety by reference to the Officers’ Certificate which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.