RPM International to Acquire DAP Products

TL;DR

RPM buying DAP - big move into consumer sealants!

AI Summary

RPM International Inc. announced on September 27, 2024, that it has entered into a definitive agreement to acquire the business of DAP Products Inc. from its current owner, a private equity firm. The transaction is expected to close in the fourth quarter of fiscal year 2025, subject to customary closing conditions. This acquisition is anticipated to be accretive to RPM's earnings per share in the first full fiscal year following the closing.

Why It Matters

This acquisition significantly expands RPM's presence in the consumer and professional markets for caulks, sealants, and adhesives, potentially leading to increased market share and revenue growth.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, market reception, and achieving projected financial benefits.

Key Numbers

• fiscal year 2025 — Fiscal Year (The acquisition of DAP Products Inc. is expected to close in the fourth quarter of this fiscal year.)

Key Players & Entities

• RPM INTERNATIONAL INC. (company) — Registrant
• DAP Products Inc. (company) — Acquired Business
• Delaware (jurisdiction) — State of incorporation for RPM International Inc.
• Medina, Ohio (location) — Principal executive office location for RPM International Inc.
• September 27, 2024 (date) — Date of Report and earliest event
• fourth quarter of fiscal year 2025 (date) — Expected closing period for the acquisition

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 RPM New York Stock Exchange Indica
• $190.0 m — ct against the Company's subsidiary for $190.0 million, consisting of both compensatory
• $0.5 million — possible outcomes between approximately $0.5 million and $190.0 million, and we have accrued

Filing Documents

• d24055d8k.htm (8-K) — 25KB
• 0001193125-24-228383.txt ( ) — 144KB
• rpm-20240927.xsd (EX-101.SCH) — 3KB
• rpm-20240927_lab.xml (EX-101.LAB) — 18KB
• rpm-20240927_pre.xml (EX-101.PRE) — 11KB
• d24055d8k_htm.xml (XML) — 4KB

From the Filing

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) September 27, 2024 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 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. Item8.01. Other Events. As previously disclosed in the Annual Report on Form 10-K, dated July 25, 2024, of RPM International Inc. (the "Company"), one of the Company's subsidiaries in its Consumer reportable segment has been the subject of a lawsuit filed in the United States District Court for the District of Oregon in which a former supplier of that subsidiary alleged that the subsidiary breached certain contractual obligations, misappropriated trade secrets, and committed fraud. The Company's subsidiary denied, and continues to deny, these allegations. A jury trial commenced in this matter on September 17, 2024. On September 27, 2024, the jury rendered a verdict against the Company's subsidiary for $190.0 million, consisting of both compensatory and punitive damages. We believe that the jury verdict is not supported by the facts of the case or applicable law, is the result of significant trial error, and there are strong grounds for appeal. We intend to vigorously challenge the verdict through all appropriate post-trial motions and appellate processes. As a result, we believe that the likelihood that the amount of the judgment will be affirmed is not probable. We currently estimate a range of possible outcomes between approximately $0.5 million and $190.0 million, and we have accrued a liability as of August 31, 2024, at the low end of the range, as we believe no amount within the range is a better estimate than any other amount. The ultimate loss to the Company with respect to the litigation matter could be materially different from the amount the Company has accrued. The Company cannot predict or estimate the duration or ultimate outcome of this matter. 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 September 30, 2024 /s/ Edward W. Moore Edward W. Moore Senior Vice President, General Counsel and Chief Compliance Officer

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View this 8-K filing on SEC EDGAR