News Release
RPM Announces Offering of $400 Million of 3.750% Notes due 2027 and Add-On Offering of $50 Million of 5.250% Notes due 2045

MEDINA, Ohio, Feb. 27, 2017 /PRNewswire/ -- RPM International Inc. (NYSE: RPM) today announced that it agreed to sell $400 million aggregate principal amount of 3.750% notes due March 15, 2027 (the "2027 Notes"), and an additional $50 million aggregate principal amount of 5.250% notes due June 1, 2045 (the "2045 Notes" and, together with the 2027 Notes, the "Notes"). The additional $50 million of 2045 Notes have a yield to maturity of 4.839%.

The sale of the Notes is expected to close March 2, 2017, and is pursuant to the provisions of an underwriting agreement dated February 27, 2017, among RPM and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC as representatives of the underwriters.

RPM will pay interest on the 2027 Notes semiannually on March 15 and September 15 of each year, beginning September 15, 2017. It will pay interest on the 2045 Notes semiannually on June 1 and December 1 of each year, beginning June 1, 2017.

The 2045 Notes offered will be consolidated with the $250 million principal amount of 5.250% notes due 2045 issued by RPM on May 29, 2015. Together, they will form a single series of 2045 Notes. The new 2045 Notes will have the same CUSIP number as the previously issued 2045 Notes and will trade interchangeably and rank equally in right of payment immediately upon settlement. Upon consummation of the offering, the aggregate principal amount of the 5.250% notes due 2045, including the new 2045 Notes, will be $300 million.

The expected net proceeds from the offering of the Notes will be approximately $448.9 million, after deducting the underwriting discount and RPM's expenses related to the offering. RPM intends to use the net proceeds to repay a portion of the outstanding borrowings under its revolving credit facility and for general corporate purposes.

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 offerings of the Notes were registered under the Securities Act of 1933, as amended, and are being made pursuant to RPM's Registration Statement on Form S-3 filed by RPM with the Securities and Exchange Commission.

The Notes will be offered pursuant to an effective registration statement previously 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 offerings. 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 offerings, will arrange to send interested parties copies of the prospectus supplement and accompanying prospectus if requested by contacting Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or or by contacting Wells Fargo Securities, LLC at 1-800-645-3751.

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 Barry M. Slifstein, vice president – investor relations, at 330-273-5090 or

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SOURCE RPM International Inc.

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