SEC Document


Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-217291

Supplementing the Preliminary

Prospectus Supplement dated December 6, 2017

(To Prospectus dated April 13, 2017)


RPM International Inc.

$300,000,000 4.250% Notes due 2048

Final Term Sheet

The following information supplements the Preliminary Prospectus Supplement dated December 6, 2017, and is filed pursuant to Rule 433, under Registration No. 333-217291.

December 6, 2017


Issuer:    RPM International Inc.
Ratings (Moody’s / S&P / Fitch):*    Baa3 (Positive) / BBB (Stable) / BBB (Stable)
Type of Offering:    SEC Registered
Trade Date:    December 6, 2017
Settlement Date (T+10):1    December 20, 2017
Change of Control Offer:    If a “change of control triggering event” occurs, the Issuer will be required, subject to certain conditions, to offer to repurchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date (all as described in the Issuer’s Preliminary Prospectus Supplement dated December 6, 2017 relating to the Notes).
Denominations:    $2,000 x $1,000
Joint Book-Running Managers:   

Merrill Lynch, Pierce, Fenner & Smith


Wells Fargo Securities, LLC


Citizens Capital Markets, Inc.

Fifth Third Securities, Inc.

KeyBanc Capital Markets Inc.

MUFG Securities Americas Inc.


1  It is expected that delivery of the Notes will be made against payment therefor on or about December 20, 2017, which will be the tenth business day following the date of pricing of the Notes. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, by virtue of the fact that the Notes initially will settle in T+10, purchasers who wish to trade the Notes on the date of pricing of the Notes or the next seven succeeding business days should specify an alternate settlement cycle at the time they enter into any such trade to prevent failed settlement and should consult their own advisors.

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