News Release
RPM Announces Completion of Redemption of Its 2.25% Convertible Senior Notes Due 2020

MEDINA, Ohio--(BUSINESS WIRE)--Nov. 27, 2018-- RPM International Inc. (NYSE: RPM) announced today that it has completed its previously announced redemption of all of its outstanding 2.25% Convertible Senior Notes due 2020 (CUSIP No. 749685 AT0) (the “Notes”) on November 27, 2018 (the “Redemption Date”).

In connection with the redemption, holders of $204,554,000 aggregate principal amount of Notes converted their Notes in accordance with the terms and conditions of the Notes. In settlement of those conversions, RPM paid an aggregate of approximately $204,625,000 in cash, including cash in lieu of fractional shares, and issued 598,601 shares of its common stock in the aggregate.

RPM redeemed the remaining $446,000 aggregate principal amount of outstanding Notes in accordance with its notice of redemption dated September 25, 2018. RPM paid to the registered holders of the Notes that were redeemed an aggregate of approximately $450,000, including accrued and unpaid interest thereon to, but excluding, the Redemption Date. No Notes remain outstanding following the conversions and the redemption described in this press release.

RPM Chairman and Chief Executive Officer Frank C. Sullivan commented, “As a result of our recent stock price performance, we met the criteria to redeem these bonds early. By utilizing mostly cash to settle the conversions, we are pleased that, from a diluted EPS perspective, approximately 3.3 million shares are removed from our EPS calculation. Additionally, the redemption and resulting conversions are neutral to our current debt metrics. We will provide more information regarding our future capital allocation at tomorrow’s Investor Day.”

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services across three segments. RPM’s 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. RPM’s 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. Additional details can be found at and by following RPM on Twitter at

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

This press release contains “forward-looking statements” relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us, and are subject to uncertainties and factors (including those specified below) which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital and the effect of changes in interest rates, and the viability of banks and other financial institutions; (b) the prices, supply and capacity of raw materials, including assorted pigments, resins, solvents and other natural gas- and oil-based materials; packaging, including plastic containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) risks related to the adequacy of our contingent liability reserves; and (j) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2018, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.

Source: RPM International Inc.

Russell L. Gordon
Vice President and Chief Financial Officer

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© RPM International Inc.