RPM INTERNATIONAL INC/DE/ filed this Form 424B5 on 12/08/2017
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-217291



(To Prospectus dated April 13, 2017)




RPM International Inc.

$300,000,000 4.250% Notes due 2048



We are offering $300 million aggregate principal amount of 4.250% Notes due 2048 (the “notes”). The notes will mature on January 15, 2048. RPM International Inc. will pay interest on the notes semiannually on January 15 and July 15 of each year, beginning July 15, 2018. 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 Notes—Optional 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 Notes—Change 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.





Per Note




Initial public offering price(1)

    99.997   $ 299,991,000  

Underwriting discount

    0.875   $ 2,625,000  

Proceeds, before expenses, to RPM International Inc.(1)

    99.122   $ 297,366,000  


  (1) Plus accrued interest from December 20, 2017 if settlement occurs after that date.

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 December 20, 2017.



Joint Book-Running Managers


BofA Merrill Lynch    Wells Fargo Securities



Citizens Capital Markets   Fifth Third Securities   KeyBanc Capital Markets   MUFG



The date of this prospectus supplement is December 6, 2017

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