RPM INTERNATIONAL INC. $300,000,000 4.250% Notes due 2048 UNDERWRITING AGREEMENT December 6, 2017 Merrill Lynch, Pierce, Fenner & Smith Incorporated Wells Fargo Securities, LLCUnderwriting Agreement • December 12th, 2017 • RPM International Inc/De/ • Paints, varnishes, lacquers, enamels & allied prods • New York
Change of Control Offer: If a “change of control triggering event” occurs, the Issuer will be required, subject to certain conditions, to offer to repurchase the Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest to, but excluding, the repurchase date (all as described in the Issuer’s Preliminary Prospectus Supplement dated December 6, 2017 relating to the Notes).
