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News Release

RPM International Inc. Prices $200 Million of Convertible Senior Notes

MEDINA, Ohio, Dec. 3, 2013 /PRNewswire/ -- RPM International (NYSE: RPM) today announced the pricing of $200 million of 2.25% convertible senior notes due 2020.  In addition, RPM has granted the underwriters the option to purchase up to an additional $5 million of notes on the same terms and conditions to cover over-allotments, if any.

The notes will pay interest semi-annually at a rate of 2.25% per annum and will mature on December 15, 2020.  The notes will be convertible under certain circumstances and during certain periods at an initial conversion rate of 18.8905 shares of RPM's common stock per $1,000 principal amount of notes (representing an initial conversion price of approximately $52.94 per share of common stock), subject to adjustment in certain circumstances.  The initial conversion price represents a conversion premium of approximately 37% over the last reported sale price of the common stock of $38.64 per share.  Prior to June 15, 2020, the notes will be convertible only upon specified events and, thereafter, at any time.  Upon conversion, the notes may be settled, at RPM's election, in cash, shares of RPM's common stock, or a combination of cash and shares of RPM's common stock.

Substantially all of the net proceeds from the sale of the notes will be used to repay, redeem or refinance $200 million in principal amount of unsecured senior notes due December 15, 2013, which bear interest at 6.25%, together with accrued and unpaid interest thereon.  Pending such use, RPM will use the net proceeds from the sale of the notes to invest in high-quality short-term investments.

The closing of the convertible senior notes offering is expected to occur on December 9, 2013, subject to satisfaction of customary market and other closing conditions.

Wells Fargo Securities, LLC and Goldman, Sachs & Co. are acting as joint book-running managers for the offering.

The notes will be offered and sold under RPM's shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on April 8, 2011, which was effective upon filing, and a preliminary prospectus supplement setting forth the terms of the notes, filed with the SEC on December 2, 2013.  Before investing, investors should read the prospectus and the preliminary prospectus supplement and other documents that RPM has filed with the SEC for more complete information about RPM and the offering.  These documents may be obtained at  Copies of the preliminary prospectus supplement relating to the offering may also be obtained by requesting copies from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152 (or by calling (800) 326-5897 or emailing or Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, New York 10282 (or by calling 1-866-471-2526 or emailing

This announcement does not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities, nor will there be any sale of notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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, Flowcrete, Universal Sealants and Euco.  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.

For more information, contact Barry M. Slifstein, Vice President – Investor Relations and Planning, 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; (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, 2013, 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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