8-K

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) April 30, 2020

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware	1-14187	02-0642224
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2628 Pearl Road, P.O. Box 777, Medina, Ohio	44258
(Address of principal executive offices)	(Zip Code)

Registrant’s 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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	RPM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 Material Definitive Agreement.

Amendment to Revolving Credit Facility

On April 30, 2020, RPM International Inc. (the “Company”) and certain of its subsidiaries amended the Company’s revolving credit facility by entering into a First Amendment to Credit Agreement with the lenders named therein as lenders (the “Lenders”); and PNC Bank, National Association, as administrative agent for the lenders (the “Administrative Agent”) (the “Credit Agreement Amendment”), which amends the Credit Agreement dated as of October 31, 2018 (the “Credit Agreement”).

The Credit Agreement Amendment allows the Company to increase the maximum permitted Net Leverage Ratio from 3.75 to 1.00 to 4.25 to 1.00 for four consecutive fiscal quarters following notice by the Company to the Administrative Agent on or before June 30, 2021 of such increase and payment of a ten basis point fee (“Increased Net Leverage Ratio Period”). Such increase is in addition to any increase requested by the Company in the maximum permitted Net Leverage Ratio following a Material Acquisition. During an Increased Net Leverage Ratio Period, the Euro-Rate Spread on loans under the Credit Agreement shall be increased to 1.75% and the Base Rate Spread shall be 0.75% until the first day of the month following the Increased Net Leverage Ratio Period; provided, however, if at any time during an Increased Net Leverage Ratio, all three rating agencies rate the Company as non-investment grade, the Euro-Rate Spread shall be 2.00% and the Base Rate Spread shall be 1.00% in each case until earlier of the first day of the month after the Increased Net Leverage Ratio or the date on which at least one rating agency rates the Company as investment grade.

Amendment to Term Loan Agreement

On April 30, 2020, the Company and one of its subsidiaries entered into a First Amendment to Credit Agreement with the lenders named therein as lenders (the “Lenders”); and PNC Bank, National Association, as administrative agent for the lenders (the “Administrative Agent”) (the “Term Loan Agreement Amendment”), which amends the Credit Agreement dated as of February 21, 2020 (the “Term Loan Credit Agreement”).

The Term Loan Agreement Amendment allows the Company to increase the maximum permitted Net Leverage Ratio from 3.75 to 1.00 to 4.25 to 1.00 for four consecutive fiscal quarters following notice by the Company to the Administrative Agent on or before June 30, 2021 of such increase and payment of a ten basis point fee (“Increased Net Leverage Ratio Period”). Such increase is in addition to any increase requested by the Company in the maximum permitted Net Leverage Ratio following a Material Acquisition. During an Increased Net Leverage Ratio Period, the Euro-Rate Spread on loans under the Credit Agreement shall be increased to 1.75% and the Base Rate Spread shall be 0.75% until the first day of the month following the Increased Net Leverage Ratio Period; provided, however, if at any time during an Increased Net Leverage Ratio, all three rating agencies rate the Company as non-investment grade, the Euro-Rate Spread shall be 2.00% and the Base Rate Spread shall be 1.00% in each case until earlier of the first day of the month after the Increased Net Leverage Ratio or the date on which at least one rating agency rates the Company as investment grade.

The descriptions contained herein of the Credit Agreement Amendment and the Term Loan Agreement Amendment are qualified in their entirety by reference to the full text of the Credit Agreement Amendment and the Term Loan Agreement Amendment, respectively, which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ending May 31, 2020, and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On May 5, 2020, the Company issued a press release to reaffirm its previously announced financial guidance for its fiscal fourth quarter ending May 31, 2020. The press release, furnished with this Form 8-K as an exhibit, was posted on the Company’s website (www.rpminc.com) and distributed to the media through a newswire service.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
	99.1	Press Release of the Company, dated May 5, 2020.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	RPM International Inc.
	(Registrant)
Date May 5, 2020
	/s/ Edward W. Moore
	Edward W. Moore Senior Vice President, General Counsel and Chief Compliance Officer

EX-99.1

Exhibit 99.1

RPM International Expects Fourth Quarter Sales

to be in the Range of Previous Guidance

MEDINA, Ohio — May 5, 2020 — RPM International Inc. (NYSE:RPM) today announced that it expects its sales for its fiscal fourth quarter ending May 31, 2020 to be within the range of its guidance the company provided on April 8, 2020.

At that time, the company said that it anticipated sales for the fiscal fourth quarter to be down 10% to 15%. The company noted today that the positive momentum of consumer take away with the start of the spring season should result in sales for its Consumer Group being flat to slightly up, while the company’s more internationally exposed Construction Products and Performance Coatings Groups expect double-digit sales declines in the fourth quarter principally due to the impact of the COVID-19 outbreak which resulted in jurisdictional shutdowns, factory closures and workers remaining offsite due to stay-at-home-orders. The company’s Specialty Products Group will also see a decline in sales partially offset by incremental demand for its cleaning and sanitizing products.

“RPM’s top priorities include protecting the health and well-being of our associates and their family members, supporting our local communities to control the spread of the virus, and maintaining the continuity and success of our business operations,” said Frank C. Sullivan, RPM chairman and chief executive officer. “While the COVID-19 outbreak continues globally, our supply chain and business operations remain strong, our March operating results are solid, and we continue to meet the changing needs of our customers in a timely manner during this unprecedented period,” stated Sullivan. “I want to thank all of our associates for their hard work and dedication as they provide superior service to our customers as we navigate through these challenging times together.”

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio with hundreds of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, Day-Glo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces, to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The company employs approximately 15,000 individuals worldwide. Visit www.RPMinc.com to learn more.

For more information, contact Russell L. Gordon, vice president and chief financial officer, at 330-273-5090 or rgordon@rpminc.com.

# # #

RPM International Expects Fourth Quarter Results

at the Higher End of Previous Guidance

May 5, 2020

Forward-Looking Statements

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) the timing of and the realization of anticipated cost savings from restructuring initiatives and the ability to identify additional cost savings opportunities; (j) risks related to the adequacy of our contingent liability reserves; (k) risks relating to the recent outbreak of the coronavirus (COVID-19); and (l) 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, 2019, 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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Document and Entity Information	Apr. 30, 2020
Cover [Abstract]
Entity Registrant Name	RPM INTERNATIONAL INC/DE/
Amendment Flag	false
Entity Central Index Key	0000110621
Document Type	8-K
Document Period End Date	Apr. 30, 2020
Entity Incorporation State Country Code	DE
Entity File Number	1-14187
Entity Tax Identification Number	02-0642224
Entity Address, Address Line One	2628 Pearl Road
Entity Address, Address Line Two	P.O. Box 777
Entity Address, City or Town	Medina
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44258
City Area Code	(330)
Local Phone Number	273-5090
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01
Trading Symbol	RPM
Security Exchange Name	NYSE
Entity Emerging Growth Company	false