Filed Pursuant to Rule 424(b)(5)Registration No. 333-217291
The information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and accompanying prospectus are not an offer to
sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED DECEMBER 6, 2017
Prospectus dated April 13, 2017)
RPM International Inc.
$300,000,000 % Notes due
We are offering $300 million aggregate principal amount of % Notes
due (the notes). The notes will mature on . RPM
International Inc. will pay interest on the notes semiannually on and of each year,
beginning . We may redeem the notes at our option, at any time or from time to time, either in whole or in part, at the applicable redemption prices described in this prospectus supplement. See
Description of NotesOptional Redemption. If a change of control triggering event as described in this prospectus supplement occurs, unless we have exercised our option to redeem the notes, we will be required to offer to repurchase
the notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest to, but excluding, the repurchase date. See Description of NotesChange of Control Offer.
The notes will be our general unsecured obligations. The notes will rank equally with all of our current and future unsecured, unsubordinated
debt and will be senior in right of payment to all of our future subordinated debt. The notes are a new issuance of securities with no established trading market.
The notes are being offered for sale in the United States and certain jurisdictions outside the United States in which it is lawful to make
such offers. We do not intend to apply for the listing of the notes on any securities exchange or for the quotation of the notes in any dealer quotation system.
Investing in the notes involves risks. See Risk Factors beginning on page S-11 of this prospectus supplement and Risk Factors beginning on page 4 of the accompanying prospectus.
Initial public offering price(1)
Proceeds, before expenses, to RPM International Inc.(1)
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed on
the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The notes will be delivered in book-entry form only through the facilities of The Depository Trust Company, including for the accounts of
Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream Banking, société anonyme, against payment in New York, New York on or
about , 2017.
The date of this prospectus supplement is December , 2017
RPM International Inc. (NYSE: RPM) owns subsidiaries that are world leaders in coatings, sealants, building materials and related services. From homes to precious landmarks worldwide, their brands are trusted by consumers and professionals alike to protect, improve and beautify. Among its leading consumer brands are Rust-Oleum, DAP and Zinsser. Learn more about RPM brands >>
RPM is a compelling long-term investment.
The percent by which RPM's 10-year total return has bested the S&P 500. More reasons >>
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