On May 27, 2026, RPM International Inc. (the ?Company?) amended its existing $300.0 million accounts receivable securitization facility (the ?A/R Facility?) by entering into (i) Amendment No. 11 to Amended and Restated Receivables Purchase Agreement, dated as of May 27, 2026 (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, and (ii) Amendment No. 14 to Second Amended and Restated Receivables Sale Agreement, dated as of May 27, 2026 (the ?RSA Amendment?, and together with the RPA Amendment, the ?Amendments?), among certain subsidiaries of the Company (the ?Originators?) and the SPE.
Among other things, the Amendments: remove the credit spread adjustment for SOFR-based credit extensions; eliminate the interest coverage ratio financial covenant; clarify that the Applicable Margin (as defined in the RPA Amendment) applies to both SOFR-based and alternate-base-rate credit extensions, in accordance with the parties? past practice; add a leverage ratio financial covenant that the Company must comply with if the Company does not maintain an investment grade public debt rating with at least two specified rating agencies, which to the extent applicable requires that the Company not permit its leverage ratio (defined as the ratio of consolidated total indebtedness (less unencumbered cash and cash equivalents) to consolidated EBITDA for the four most recent fiscal quarters) as at the end of any fiscal quarter to exceed 3.75 to 1.0 (subject to adjustment as set forth in the RPA Amendment) (this financial test, to the extent applicable, is substantively identical to a similar covenant already contained in the Company?s revolving credit facility); and conform the A/R Facility in certain other respects to the Company?s revolving credit facility, including increasing the judgment-based amortization event threshold from $150 million to $250 million and the material-indebtedness-based amortization event threshold from $150 million to $250 million for the Company and its subsidiaries (other than the Originators) and from $20 million to $50 million for any Originator.
RPM International Inc. owns subsidiaries that specialize in coatings, sealants, building materials and related services. Its segments include Construction Products Group (CPG), Performance Coatings Group (PCG), and Consumer. The CPG segment products and services are sold throughout North America and also account for a significant portion of its international sales. Its products and services within this segment include construction sealants and adhesives, coatings and chemicals, roofing installation, HVAC and roofing restoration, concrete admixture and repair products, and others. The PCG segment offers products and services including high-performance flooring solutions, corrosion control and fireproofing coatings, infrastructure repair systems and fiberglass reinforced plastic structures. The Consumer segment manufactures and markets professional use and do-it-yourself products for a variety of mainly residential applications, including home improvement and personal leisure activities.
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