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Dec. 3, 2013 /PRNewswire/ -- RPM International (NYSE: RPM) today announced the pricing of
$200 million of 2.25% convertible senior notes due 2020. In addition, RPM has granted the underwriters the option to purchase up to an additional
$5 million of notes on the same terms and conditions to cover over-allotments, if any.
The notes will pay interest semi-annually at a rate of 2.25% per annum and will mature on
December 15, 2020. The notes will be convertible under certain circumstances and during certain periods at an initial conversion rate of 18.8905 shares of RPM's common stock per
$1,000 principal amount of notes (representing an initial conversion price of approximately
$52.94 per share of common stock), subject to adjustment in certain circumstances. The initial conversion price represents a conversion premium of approximately 37% over the last reported sale price of the common stock of
$38.64 per share. Prior to
June 15, 2020, the notes will be convertible only upon specified events and, thereafter, at any time. Upon conversion, the notes may be settled, at RPM's election, in cash, shares of RPM's common stock, or a combination of cash and shares of RPM's common stock.
Substantially all of the net proceeds from the sale of the notes will be used to repay, redeem or refinance
$200 million in principal amount of unsecured senior notes due
December 15, 2013, which bear interest at 6.25%, together with accrued and unpaid interest thereon. Pending such use, RPM will use the net proceeds from the sale of the notes to invest in high-quality short-term investments.
The closing of the convertible senior notes offering is expected to occur on
December 9, 2013, subject to satisfaction of customary market and other closing conditions.
Wells Fargo Securities, LLC and Goldman, Sachs & Co. are acting as joint book-running managers for the offering.