RPM Announces $250mm Note Offering

RPM International Inc. announced that it agreed to sell $250 million aggregate principal amount of its 5.250% Notes due June 1, 2045 (the “Notes”) pursuant to the provisions of an underwriting agreement dated May 26, 2015 among RPM and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santander Investment Securities Inc. as representatives of the underwriters.  The company will pay interest on the Notes semi-annually on June 1st and December 1st of each year, beginning on December 1, 2015.  The sale of the Notes is expected to close May 29, 2015.

The expected net proceeds will be approximately $245.5 million after deducting the underwriting discount and RPM’s expenses related to the offering.  RPM intends to use the net proceeds from the offering of the Notes to repay a portion of the outstanding borrowings under its revolving credit facility.  The outstanding borrowings under RPM’s revolving credit facility were made to pay a portion of RPM’s initial payment to the trust established under the bankruptcy plan for Specialty Products Holding Corp. and related entities, and to provide working capital and fund acquisitions over the past twelve months.

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 RPM’s Registration Statement on Form S-3 filed by RPM with the Securities and Exchange Commission (“SEC”).

The Notes will be offered pursuant to an effective registration statement 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 you the prospectus if you request it by calling or e-mailing Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or dg.prospectus_requests@baml.com or by calling Santander Investment Securities Inc. at 1-855-403-3636.