RPM INTERNATIONAL INC/DE/ false 0000110621 0000110621 2020-06-05 2020-06-05

 

 

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) June 5, 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 of Accounts Receivable Securitization Facility

On June 5, 2020, RPM International Inc. (the “Company”) amended its existing $250.0 million accounts receivable securitization facility (the “A/R Facility”) by entering into Amendment No. 7 to Second Amended and Restated Receivables Sale Agreement, dated as of June 5, 2020 (the “RSA Amendment”), among the Company, RPM Funding Corporation, a special purpose entity whose voting interests are wholly owned by the Company, certain originators party thereto (the “Originators”), certain purchasers party thereto (the “Purchasers”), and PNC Bank, National Association, as administrative agent (the “Administrative Agent”).

Pursuant to the RSA Amendment, the Administrative Agent and each Purchaser (i) consented to Tremco Barrier Solutions, Inc, an Originator, converting on May 31, 2020 from a Delaware corporation to a Delaware limited liability company and in connection therewith changing its name from “Tremco Barrier Solutions, Inc.” to “Tremco Barrier Solutions, LLC” (together, the “Tremco Barrier Conversion”) and (ii) waived any technical violations under the A/R Facility resulting from the lack of prior notice of the Tremco Barrier Conversion.

The description contained herein of the RSA Amendment is qualified in its entirety by reference to the full text of the RSA Amendment, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending May 31, 2020.


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 June 11, 2020

 

 

 

 

 

 

/s/ Edward W. Moore

 

 

 

Edward W. Moore

Senior Vice President, General Counsel and

Chief Compliance Officer