RPM Announces Offering of $350 Million of 4.550% Notes Due 2029

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RPM International Inc. (NYSE: RPM) today announced that it has agreed to sell $350 million aggregate principal amount of 4.550% notes due 2029 (the Notes).

The sale of the Notes is expected to close February 27, 2019, and is pursuant to the provisions of an underwriting agreement dated February 25, 2019, among RPM and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Santander Investment Securities Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters.

RPM will pay interest on the Notes semiannually on March 1 and September 1 of each year, beginning on September 1, 2019.

The expected net proceeds from the offering of the Notes will be approximately $346.2 million, after deducting the underwriting discount and RPMs estimated expenses related to the offering. RPM intends to use the net proceeds to repay a portion of the outstanding borrowings under its revolving credit facility and for general corporate purposes.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any of the securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted. The offering of the Notes was registered under the Securities Act of 1933, as amended, and is being made pursuant to RPMs Registration Statement on Form S-3 filed by RPM with the Securities and Exchange Commission.

The Notes will be offered pursuant to an effective registration statement previously filed with the SEC. Before investing, investors should read the prospectus in the registration statement and applicable prospectus supplement and other documents the company has filed or will file with the SEC for more complete information about the company and the offering. These documents may be obtained for free by visiting EDGAR on the SEC website. Alternatively, RPM, or any underwriter or any dealer participating in the offering, will arrange to send interested parties copies of the prospectus supplement and accompanying prospectus if requested by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated at 200 North College Street, NC1-004-03-43, Charlotte, NC 28255-0001, Attn: Prospectus Department, toll free at 1-800-294-1322 or by e-mail at [email protected], by contacting Santander Investment Securities Inc. toll free at 1-855-403-3636 or by e-mail at [email protected], or by contacting Wells Fargo Securities, LLC at 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer Service, toll free at 1-800-645-3751 or by e-mail at [email protected].

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services across three segments. RPMs industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and other construction chemicals. Industrial companies include Stonhard, Tremco, illbruck, Carboline, Flowcrete, Euclid Chemical and RPM Belgium Vandex. RPM’s consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands include Rust-Oleum, DAP, Zinsser, Varathane and Testors. RPMs specialty products include industrial cleaners, colorants, exterior finishes, specialty OEM coatings, edible coatings, restoration services equipment and specialty glazes for the pharmaceutical and food industries. Specialty segment companies include Day-Glo, Dryvit, RPM Wood Finishes, Mantrose-Haeuser, Legend Brands, Kop-Coat and TCI.

For more information, contact Russell L. Gordon, vice president and chief financial officer, at 330-273-5090 or [email protected].

Russell L. Gordon, vice president and chief financial officer,
330-273-5090 or [email protected]