SEC Document

Table of Contents

The Offering

The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Debt Securities” section of the accompanying prospectus, as supplemented by the “Description of Notes” section of this prospectus supplement, contains a more detailed description of the terms and conditions of the notes. As used in this section, “we,” “our,” and “us” refer to RPM International Inc. and not to its consolidated subsidiaries.



RPM International Inc., a Delaware corporation


Securities Offered

$300 million aggregate principal amount of     % Notes due             .



The notes will mature on                     .


Interest Rate

The notes will bear interest at a rate of     % per year payable semiannually in arrears on              and             of each year, commencing on                     .



The notes will be our general unsecured obligations. The notes will rank equally in right of payment with all of our other current and future unsecured, unsubordinated debt and senior in right of payment to all of our future subordinated debt. The notes will be effectively subordinated to:


    any of our secured debt to the extent of the assets securing that debt; and


    all debt for money borrowed and other liabilities of our subsidiaries to the extent of the assets of those subsidiaries.



The notes contain covenants that will limit our ability to:


    incur some liens securing debt;


    engage in some sale-leaseback transactions; and


    enter into some consolidations, mergers or transfers of substantially all of our assets.


  These covenants are subject to important exceptions as described in the “Description of Debt Securities” section of the accompanying prospectus and the “Description of Notes” section of this prospectus supplement.


Repurchase at the Option of Holders Upon a Change
of Control Triggering Event

If we experience a “Change of Control Triggering Event” (as defined in “Description of Notes—Change of Control Offer”), we will be required, unless we have exercised our right to redeem the notes, to offer to purchase the notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest to, but excluding, the repurchase date.




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