RPM INTERNATIONAL INC. (NYSE:RPM) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March2, 2017, RPM International Inc. (the Company) closed its
offering of $50 million aggregate principal amount of 5.250%
Notes due 2045 (the 2045 Notes) and $400 million aggregate
principal amount of 3.750% Notes due 2027 (the 2027 Notes and,
together with the 2045 Notes, the Notes) to an Underwriting
Agreement (the Underwriting Agreement) with Merrill Lynch,
Pierce, Fenner Smith Incorporated and Wells Fargo Securities,
LLC, as representatives of the several underwriters named therein
(collectively, the Underwriters).

In connection with the closing, on March2, 2017, the Company
issued and sold to the Underwriters the Notes to the Underwriting
Agreement.

The Notes are governed by the Indenture, dated as of April8, 2014
(the Base Indenture), between the Company and Wells Fargo Bank,
National Association, as supplemented, with respect to the 2045
Notes, by the Officers Certificate and Authentication Order,
dated as of March2, 2017 (the 2045 Officers Certificate) and,
with respect to the 2027 Notes, by the Officers Certificate and
Authentication Order, dated as of March2, 2017 (the 2027 Officers
Certificate and, together with the 2045 Officers Certificate, the
Officers Certificates). The Officers Certificates and the Base
Indenture are referred to herein collectively as the Indenture.

Interest on the 2045 Notes will accrue from December1, 2016 and
will be payable semiannually in arrears on June1st and
December1st of each year, beginning June1, 2017, at a rate of
5.250%per year. The 2045 Notes mature on June1, 2045.

Interest on the 2027 Notes will accrue from March2, 2017 and will
be payable semiannually in arrears on March15th and September15th
of each year, beginning September15, 2017, at a rate of 3.750%per
year. The Notes mature on March15, 2027.

The Indenture provides that an Event of Default (as defined in
the Indenture) will occur if the Company defaults in any payment
of interest on any Note when due and payable and the default
continues for a period of 30 days, defaults in payment of any
principal of any Note when due and payable at its stated
maturity, upon optional redemption, or upon any required
repurchase or upon declaration of acceleration or otherwise
(subject to applicable notice and/or grace periods). Other Events
of Default under the Indenture include: the Companys failure to
comply with certain corporate restrictions in the Officers
Certificates, the Companys failure to comply (subject to
applicable notice and/or grace periods) with any of its other
agreements contained in the Notes or the Indenture, the default
under other indebtedness of the Company in an amount equal to or
greater than the greater of $50 million or 10% of Consolidated
Stockholders Equity (as defined in the Indenture), any final
judgment (subject to certain rights of appeal and other
limitations) against the Company or any of its subsidiaries in an
amount equal to or greater than the greater of $50 million or 7%
of Consolidated Stockholders Equity (as defined in the Indenture)
remains unpaid or discharged for 60 days, and certain events of
bankruptcy, insolvency or reorganization.

In certain Event of Defaults, the Trustee by notice to the
Company, or the holders of at least 25% in principal amount of
then outstanding Notes by notice to the Company and to the
Trustee, may declare 50% of the principal of, and accrued and
unpaid interest, if any, on, all then outstanding Notes to be due
and payable. Upon such a declaration, such principal and accrued
and unpaid interest, if any, will be due and payable immediately.

The foregoing description of the material terms of the Officers
Certificates is qualified in its entirety by reference to the
Officers Certificates which are filed herewith as Exhibit 4.1 and
Exhibit 4.2 and are incorporated herein by reference.

(d) Exhibits.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Exhibit Index

About RPM INTERNATIONAL INC. (NYSE:RPM)

RPM International Inc., through its subsidiaries, manufactures, markets and sells various specialty chemical product lines, including specialty paints, protective coatings, roofing systems, sealants and adhesives, focusing on the maintenance of industrial, specialty and consumer markets. The Company operates through three segments: the industrial reportable segment (industrial segment), the specialty reportable segment (specialty segment) and the consumer reportable segment (consumer segment). Its family of products includes those marketed under brand names, such as API, Carboline, CAVE, DAP, Day-Glo, Dri-Eaz, Dryvit, Euclid, EUCO, Fibergrate, Flecto, Flowcrete, Grupo PV, Hummervoll, illbruck, Mohawk, Rust-Oleum, Stonhard, TCI, Toxement, Tremco, Tuf-Strand, Universal Sealants, Viapol, Watco and Zinsser. As of May 31, 2016, its subsidiaries marketed products in approximately 164 countries and territories, and operated manufacturing facilities in approximately 120 locations.

RPM INTERNATIONAL INC. (NYSE:RPM) Recent Trading Information

RPM INTERNATIONAL INC. (NYSE:RPM) closed its last trading session up +0.52 at 53.76 with 437,673 shares trading hands.