Current Report Filing (8-k)
May 08 2017 - 3:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
May
2, 2017
RPM INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-14187
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02-0642224
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2628 Pearl Road, P.O. Box 777, Medina, Ohio
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44258
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(330)
273-5090
(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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
this chapter).
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. ☐
Item 1.01 Entry into a Definitive Material Agreement.
Amendment and Extension of $200.0 Million Accounts Receivable Securitization Facility
On May 2, 2017, RPM International Inc. (the Company) amended and extended its existing $200.0 million accounts receivable securitization
facility (the A/R Facility) by entering into Amendment No. 2 to Amended and Restated Receivables Purchase Agreement, dated as of May 2, 2017 (the RPA Amendment), among the Company, RPM Funding Corporation, a special
purpose entity (the SPE) whose voting interests are wholly owned by the Company, certain purchasers from time to time party thereto, PNC Bank, National Association, as administrative agent, and PNC Capital Markets LLC, as structuring
agent.
The RPA Amendment extends the facility termination date of the A/R Facility to May 8, 2020, increases the interest rate under the A/R
Facility to the Alternate Base Rate,
one-month
LIBOR or LIBOR for a specified tranche period, as selected by the SPE, at its option, plus in each case, a margin of 0.80%, and includes certain other amendments
to the A/R Facility.
The A/R Facility will continue to include customary representations and covenants under the agreements, including an interest
coverage ratio test if the Company does not maintain an investment grade public debt rating with at least two specified rating agencies.
The Company paid
customary fees to the administrative agent for this financing. The foregoing discussion of the terms and conditions of the RPA Amendment does not purport to be complete and is subject to and qualified in its entirety by the full text of the RPA
Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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Amendment No. 2 to Amended and Restated Receivables Purchase Agreement, dated May 2, 2017.
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SIGNATURES
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.
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RPM International Inc.
(Registrant)
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Date
May
8, 2017
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/s/ Edward W. Moore
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Edward W. Moore
Senior Vice President, General Counsel and
Chief Compliance Officer
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Exhibit Index
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Exhibit
Number
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Description
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10.1
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Amendment No. 2 to Amended and Restated Receivables Purchase Agreement, dated May 2, 2017.
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