WINCHESTER, Va., Dec. 29, 2017 /PRNewswire/ -- American
Woodmark Corporation (NASDAQ: AMWD) ("American Woodmark") today
announced the completion of its previously announced acquisition of
RSI Home Products, Inc. ("RSI") for consideration consisting of
1,457,568 newly issued shares of American Woodmark common stock,
approximately $354 million in net
cash and the assumption of approximately $589 million of RSI debt. The cash portion
of the consideration remains subject to certain customary
post-closing working capital, indebtedness and seller expense
true-ups.
In connection with the completion of the acquisition, American
Woodmark replaced its existing revolving credit facility with new
credit facilities provided by a syndicate of lenders arranged by
Wells Fargo Securities, LLC, Wells Fargo Bank, National
Association, as administrative agent for the lenders, and certain
other agents, including a $100
million, 5-year revolving loan facility, a $250 million, 5-year initial term loan facility
and a $250 million delayed draw term
loan facility that is available until March
31, 2018. American Woodmark borrowed the entire
$250 million available under the
initial term loan facility and approximately $50 million under the revolving loan facility to
fund, in part, the cash consideration for the acquisition.
The remainder of the cash consideration and American Woodmark's
transaction fees and expenses were funded with cash on hand.
Under the terms of the new delayed draw term loan credit facility,
any borrowing of the delayed draw term loans must be used to fund,
in part, a refinancing of RSI's existing 6½% Senior Secured Second
Lien Notes due 2023. If not drawn for such purpose prior to
March 31, 2018, the delayed draw term
loans will no longer be available. The new credit facilities are
guaranteed by each of American Woodmark's subsidiaries, other than
RSI and its subsidiaries, and the obligations of American Woodmark
and those guarantor subsidiaries are secured by a pledge of
substantially all their respective personal property assets,
including a pledge by American Woodmark of the stock of each of its
direct subsidiaries, including the stock of RSI.
RSI and its subsidiaries will operate as subsidiaries of
American Woodmark going forward with their existing brands, channel
strategy and operational philosophy remaining. American
Woodmark will continue to be managed by its existing management
team, led by Cary Dunston as
Chairman and CEO.
About American Woodmark Corporation:
American Woodmark Corporation manufactures and distributes bath,
kitchen and home organization products for the remodeling and new
home construction markets. Its products are sold on a
national basis directly to home centers, major builders and through
a network of independent distributors. The Company presently
operates 18 manufacturing facilities and 7 service centers across
the country. For more information, visit
www.americanwoodmark.com.
Forward Looking Statements
This communication contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements may be identified
by the use of words such as "anticipate," "estimate," "forecast,"
"expect," "believe," "intends," "should," "could," "would," "plan,"
"may," " intend," "prospect," "goal," "will," "predict," or
"potential" or other similar words or variations thereof.
These statements are based on the current beliefs and expectations
of the management of American Woodmark and are subject to
significant risks and uncertainties that could cause actual
outcomes and results to differ materially from those expressed
herein. These risks and uncertainties include, but are not
limited to, those described in American Woodmark's filings with the
Securities and Exchange Commission ("SEC"), including in its Annual
Report on Form 10-K for the year ended April
30, 2017 under the heading "Risk Factors" and its most
recent Quarterly Report on Form 10-Q for the period ended
October 31, 2017 under the heading
"Management's Discussion and Analysis of Financial Condition and
Results of Operations - Forward Looking Statements." These
reports, as well as the other documents filed by American Woodmark
with the SEC, are available free of charge at the SEC's website at
www.sec.gov. American Woodmark does not undertake to publicly
update or revise its forward-looking statements, whether as a
result of new information or otherwise.
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SOURCE American Woodmark Corporation