RPM Announces Notice of Full Redemption of Its 2.25% Convertible Senior Notes Due 2020
RPM
International Inc. (NYSE: RPM) announced today that it has issued a
notice of redemption for all $205,000,000 aggregate principal amount of
its outstanding 2.25% Convertible Senior Notes Due 2020 (CUSIP No.
749685 AT0) (the “Notes”) on November 27, 2018 (the “Redemption Date”).
The redemption price for the Notes is equal to 100% of the principal
amount of the Notes to be redeemed plus accrued and unpaid interest
until, but excluding, the Redemption Date.
RPM has instructed The Bank of New York Mellon Trust Company, N.A., as
the trustee for the Notes, to distribute the notice of redemption to all
registered holders of the Notes. Copies of the notice and additional
information relating to the procedure for redemption may be obtained
from The Bank of New York Mellon Trust Company, N.A., by calling 1 (800)
254-2826.
As a result of the issuance of the notice of redemption, the Notes are
convertible at any time prior to the close of business on November 26,
2018. The current conversion rate is 19.185116 shares of RPM common
stock per $1,000 original principal amount of the Notes, which is
equivalent to a conversion price of approximately $52.12 per share
(subject to adjustment in accordance with the terms of the Indenture).
In accordance with the provisions of the indenture for the Notes, RPM
has elected to settle any Notes surrendered for conversion through a
combination settlement of cash and shares of RPM common stock (and cash
in lieu of any fractional shares).
About RPM
RPM International Inc. owns subsidiaries that are world leaders in
specialty coatings, sealants, building materials and related services
across three segments. RPM’s industrial products include roofing
systems, sealants, corrosion control coatings, flooring coatings and
other construction chemicals. Industrial companies include Stonhard,
Tremco,
illbruck,
Carboline,
Flowcrete,
Euclid
Chemical and RPM
Belgium Vandex. RPM's consumer products are used by professionals
and do-it-yourselfers for home maintenance and improvement and by
hobbyists. Consumer brands include Rust-Oleum,
DAP,
Zinsser,
Varathane
and Testors.
RPM’s specialty products include industrial cleaners, colorants,
exterior finishes, specialty OEM coatings, edible coatings, restoration
services equipment and specialty glazes for the pharmaceutical and food
industries. Specialty segment companies include Day-Glo,
Dryvit,
RPM
Wood Finishes, Mantrose-Haeuser,
Legend
Brands, Kop-Coat
and TCI.
Additional details can be found at www.rpminc.com
and by following RPM on Twitter at www.twitter.com/RPMintl.
For more information, contact Russell L. Gordon, vice president and
chief financial officer, at 330-273-5090 or rgordon@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; and (j) 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, 2018, 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.
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