Material Agreement · Company Update

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): January 10, 2022     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 On January 10, 2022, RPM International Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), providing for the offer and sale by the Company of $300 million aggregate principal amount of 2.950% Notes due 2032 (the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. Certain of the Underwriters and their related entities have engaged and may engage in various financial advisory, commercial banking and investment banking transactions with the Company in the ordinary course of their business, for which they have received, or will receive, customary compensation and expense reimbursement.   Item 8.01 Other Events Sale of Notes On January 10, 2022, the Company agreed to sell $300 million aggregate principal amount of its Notes pursuant to the Underwriting Agreement. The sale of the Notes is expected to close on January 25, 2022. The offering of the Notes was priced at 99.778% of the $300 million principal amount of Notes to be issued. At that price, the Notes have a yield to maturity of 2.976%. The expected net proceeds will be approximately $296.2 million after deducting the underwriting discount and estimated expenses related to the offering. The Company intends to use the net proceeds from the sale of the Notes to repay a portion of the outstanding borrowings under its revolving credit facility and for general corporate purposes. The offering of the Notes was registered under the Securities Act of 1933, as amended (the “Securities Act”), and is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-240199) and the Prospectus included therein (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 30, 2020, and the Prospectus Supplement relating thereto dated January 10, 2022. Item 9.01 Financial Statements and Exhibits (d) Exhibits.   Exhibit Number    Description   1.1    Underwriting Agreement, dated January 10, 2022, among the Company and BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the Underwriters.   5.1    Opinion of Calfee, Halter & Griswold LLP   5.2    Opinion of Harter Secrest & Emery LLP 23.1    Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5.1) 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: January 14, 2022             /s/ Edward W. Moore       Edward W. Moore Senior Vice President, General Counsel and Chief Compliance Officer