RPM International Inc. Announces $300 Million Note Offering

MEDINA, Ohio, Oct. 18, 2012 /PRNewswire/ -- RPM International Inc. (NYSE: RPM) announced today that it agreed to sell $300 million aggregate principal amount of its 3.450% Notes due November 15, 2022 (the "Notes") pursuant to the provisions of an underwriting agreement dated October 18, 2012 among RPM and RBS Securities Inc. and Wells Fargo Securities, LLC as representatives of the underwriters.  The company will pay interest on the Notes semi-annually on May 15th and November 15th of each year, beginning on May 15, 2013.  The sale of the Notes is expected to close October 23, 2012.

The expected net proceeds will be approximately $297.7 million after deducting the underwriting discount, but before deducting expenses related to the offering.  RPM intends to use the net proceeds from the offering of the Notes to repay a portion of the outstanding borrowings under its revolving credit facility.

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 offering of the Notes was registered under the Securities Act of 1933, as amended, and is being made pursuant to RPM's Registration Statement on Form S-3 filed by RPM with the Securities and Exchange Commission ("SEC").

The Notes will be offered pursuant to an effective registration statement 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 offering. These documents may be obtained for free by visiting EDGAR on the SEC website. Alternatively, the company, any underwriter or any dealer participating in the offerings will arrange to send investors the prospectus relating to the offering if requested by contacting RBS Securities Inc., at 600 Washington Boulevard, Stamford, CT 06901, Attention: Debt Capital Markets Syndicate, or by calling 1-866-884-2071 or Wells Fargo Securities, LLC, at 1525 West W.T. Harris Blvd., NC0675, Charlotte, NC 28262, Attention: Capital Markets Client Support, or by calling toll-free 1-800-326-5897 or emailing [email protected].

About RPM

RPM International Inc., a holding company, owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services serving both industrial and consumer markets. RPM's industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and specialty chemicals. Industrial brands include Stonhard, Tremco, illbruck, Carboline, Euco, Flowcrete and Universal Sealants. RPM's consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands include Zinsser, Rust-Oleum, DAP, Varathane and Testors. Additional details can be found at www.RPMinc.com and by following RPM on Twitter at www.twitter.com/RPMintl.  

For more information, contact Barry M. Slifstein, vice president – investor relations and planning, at 330-273-5090 or [email protected].

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; (j) risks and uncertainties associated with the Specialty Products Holding Corp. bankruptcy proceedings; and (k) 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, 2012, 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.

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