Filed Pursuant to Rule 433
Registration No. 333-149232
October 6, 2009
RPM International Inc.
Pricing Term Sheet
$300,000,000 6.125% Senior Notes due 2019
The following information supplements the Preliminary Prospectus Supplement dated October 6, 2009,
and is filed pursuant to Rule 433, under Registration No. 333-149232
| | | |
| Issuer: | | RPM International Inc. |
| Security Type: | | Senior Unsecured Notes |
| Ratings (Moody’s / S&P / Fitch)*: | | Baa3 (stable) / BBB- (stable) / BBB- (stable) |
| Pricing Date: | | October 6, 2009 |
| Settlement Date: (T+3) | | October 9, 2009 |
| Maturity Date: | | October 15, 2019 |
| Principal Amount: | | $300,000,000 |
| Benchmark: | | T 3.625% due August 15, 2019 |
| Benchmark Price / Yield: | | 103-00+ / 3.264% |
| Spread to Benchmark: | | + 287.5 bps |
| Yield to Maturity: | | 6.139% |
| Coupon: | | 6.125% |
| Public Offering Price: | | 99.895% |
| Optional Redemption: | | T + 45 bps |
| Interest Payment Dates: | | April 15 and October 15, commencing April 15, 2010 |
| CUSIP / ISIN: | | 749685 AR4 / US749685AR45 |
| Joint Bookrunning Managers: | | Wells Fargo Securities, LLC
|
| | | Banc of America Securities LLC |
| Co-Managers: | | Fifth Third Securities, Inc.
|
| | | PNC Capital Markets LLC
|
| | | Credit Suisse Securities (USA) LLC
|
| | | KeyBanc Capital Markets Inc.
|
| | | Mitsubishi UFJ Securities (USA), Inc.
|
| | | UBS Securities LLC
|
| | | BNY Mellon Capital Markets, LLC
|
| | |
| * | | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at 1-800-326-5897 or Banc of America Securities LLC at 1- 800-294-1322.
