WINCHESTER, Va., Jan. 29, 2018 /PRNewswire/ -- American Woodmark
Corporation (NASDAQ: AMWD) ("American Woodmark") today announced
that it intends to offer $350 million
aggregate principal amount of senior unsecured notes due 2026 (the
"Notes") in a private offering, subject to market and other
customary conditions. The Notes will be guaranteed on a senior
unsecured basis by certain of American Woodmark's existing domestic
subsidiaries. The interest rate, offering price and other
terms of the Notes will be determined at the time of pricing of the
offering.
On January 25, 2018, RSI Home
Products, Inc. ("RSI"), a wholly owned subsidiary of American
Woodmark, gave notice that it has elected to conditionally redeem
20% (the "Conditional Redemption"), or $115
million in principal amount, of the $575 million outstanding principal amount of its
6½% senior secured second lien notes due 2023 (the "RSI
Notes"). American Woodmark intends to use the net proceeds
from the sale of the Notes, together with the proceeds from
borrowings under its senior secured credit facilities and cash on
hand, to pay the redemption price for the Conditional Redemption
and to finance the purchase of the RSI Notes not subject to the
Conditional Redemption pursuant to a cash tender offer and consent
solicitation by RSI announced today (and for the redemption of any
RSI Notes not so purchased), along with related fees and
expenses.
The Notes are being offered solely to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"), and to non-U.S. persons in
accordance with Regulation S under the Securities Act. The
Notes will not be registered under the Securities Act or any state
securities law and, unless so registered, may not be offered or
sold in the United States except
pursuant to an applicable exemption from the registration
requirements of the Securities Act and applicable state securities
laws. No assurance can be given that the offering of the
Notes will be completed, or, if completed, as to the terms on which
it is completed.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase the Notes or any other
securities and shall not constitute an offer, solicitation or sale
of any securities in any jurisdiction in which, or to any person to
whom, such an offer, solicitation or sale is unlawful. This
press release is being issued pursuant to and in accordance with
Rule 135c under the Securities Act.
The tender offer is made only by, and pursuant to, the terms and
conditions of an Offer to Purchase and Consent Solicitation
Statement dated January 29, 2018, and
a related Letter of Transmittal and Consent.
In addition, this press release does not constitute a notice of
redemption or an obligation to issue a notice of redemption.
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