WINCHESTER, Va., Jan. 29, 2018 /PRNewswire/ -- American
Woodmark Corporation (NASDAQ: AMWD) ("American Woodmark") today
announced that its wholly-owned subsidiary, RSI Home Products, Inc.
("RSI"), has commenced an offer to purchase for cash (the "Tender
Offer") up to $460 million in
aggregate principal amount (the "Tender Cap") of RSI's 6½% Senior
Secured Second Lien Notes due 2023 (CUSIP Nos. 74977X AB7 and
U7501X AB9) (the "RSI Notes"). As part of the Tender Offer,
RSI is soliciting consents (the "Consent Solicitation") from the
holders of the RSI Notes to (i) amend the indenture governing the
RSI Notes (the "Indenture") to eliminate most of the restrictive
covenants, certain events of default and certain covenants and
other provisions relating to the security for the RSI Notes and to
reduce the minimum notice period required in connection with a
redemption of the RSI Notes from 30 days to 3 business days (the
"Proposed Amendments") and (ii) release all of the collateral
securing the RSI Notes (the "Proposed Release" and, together with
the Proposed Amendments, the "Proposed Amendments and
Release"). The Tender Offer and the Consent Solicitation are
being made pursuant to the Offer to Purchase and Consent
Solicitation Statement, dated January 29, 2018 (the
"Statement"), and a related Letter of Transmittal and Consent (the
"Letter of Transmittal" and together with the Statement, the "Offer
Documents"), which more fully set forth the terms and conditions of
the Tender Offer and the Consent Solicitation.
The following table summarizes the material pricing terms for
the Tender Offer and the Consent Solicitation.
CUSIP Numbers
|
Principal
Amount
Outstanding
|
Tender Cap
|
Title of Notes
|
Consent Date
|
Tender Offer
Consideration(1)
|
Consent
Payment(1)
|
Total
Consideration(1)
|
74977X AB7
U7501X AB9
|
$575,000,000
|
$460,000,000
|
6½% Senior
Secured
Second Lien Notes due
2023
|
February 9,
2018
|
$1,022.48
|
$30.00
|
$1,052.48
|
__________
|
(1) Per $1,000
principal amount of Notes validly tendered and accepted for
purchase. Excludes accrued and unpaid interest, if
any.
|
The Tender Offer is scheduled to expire at 11:59 p.m. on February 26,
2018, unless extended or earlier terminated by RSI (such
time and date, as the same may be extended, the "Expiration
Date"). Validly tendered RSI Notes may be withdrawn and the
related consents revoked at any time prior to 5:00 p.m., New York
City time, on February 9,
2018, unless extended by RSI (the "Withdrawal Time"), but
not thereafter except as may be required by law.
Subject to the Tender Cap and the other terms and conditions of
the Tender Offer and the Consent Solicitation, Holders of the RSI
Notes ("Holders") who validly tender their RSI Notes and deliver
their consents to the Proposed Amendments and Release prior to
5:00 p.m., New York City
time, on February 9, 2018 (as such
time and date may be extended by RSI in its sole discretion, the
"Consent Date"), and do not validly withdraw their RSI Notes and
revoke the related consents, will be eligible to receive the total
consideration of $1,052.48 per
$1,000 principal amount of RSI Notes
tendered (the "Total Consideration"), which includes a consent
payment of $30.00 per $1,000 principal amount of RSI Notes tendered
(the "Consent Payment"). Subject to the Tender Cap, Holders who
validly tender their RSI Notes and deliver their consents after the
Consent Date but on or prior to the Expiration Date will be
eligible to receive the tender offer consideration of $1,022.48 per $1,000 principal amount of RSI Notes validly
tendered (the "Tender Offer Consideration") but not the Consent
Payment. In addition to the Total Consideration or the Tender Offer
Consideration, as applicable, Holders of RSI Notes accepted for
purchase will receive accrued and unpaid interest from the most
recent interest payment date on their RSI Notes to, but not
including, the applicable Payment Date (as defined below).
RSI reserves the right, but is under no obligation, on any date
following the Consent Date and prior to the Expiration Date, to
accept for purchase, up to the Tender Cap, all RSI Notes validly
tendered on or prior to the Consent Date and not validly withdrawn
(the date of such acceptance, the "Initial Acceptance Date"),
subject to the satisfaction or waiver of the conditions to the
Tender Offer and the Consent Solicitation. The Initial
Acceptance Date is expected to occur promptly following the Consent
Date, and payment of the Total Consideration for all RSI Notes
accepted for purchase on the Initial Acceptance Date is expected to
occur on or promptly after the Initial Acceptance Date (the
"Initial Payment Date"). The Initial Payment Date currently is
expected to be February 12, 2018.
If the Tender Offer is not fully subscribed as of the Consent
Date, Holders of all RSI Notes, up to the Tender Cap, validly
tendered after the Consent Date but on or prior to the Expiration
Date and accepted for purchase (the date of such acceptance, the
"Final Acceptance Date") will receive the Tender Offer
Consideration, but not the Consent Payment, on the final settlement
date (the "Final Payment Date" and, with the Initial Payment Date,
each a "Payment Date"), which currently is expected to be
February 27, 2018.
Adoption of the Proposed Amendments that do not relate to the
security for the RSI Notes (the "Proposed Majority Amendments")
require the consent of Holders of not less than a majority in
aggregate principal amount of the outstanding RSI Notes (the
"Majority Amendments Requisite Consents"), and the adoption of the
Proposed Amendments other than the Proposed Majority Amendments
(the "Proposed Release Amendments") and approval of the Proposed
Release require the consent of the Holders of at least 66⅔% in
aggregate principal amount of the RSI Notes then outstanding (the
"Release Requisite Consents"). If the Majority Amendments
Requisite Consents are obtained in the Consent Solicitation, the
Proposed Majority Amendments (and, if the Release Requisite
Consents are obtained, the Proposed Release Amendments) will be
included in a supplemental indenture (the "Supplemental Indenture")
to the Indenture. Holders who tender their Notes for purchase
in the Tender Offer will be deemed to consent to the Proposed
Amendments and Release, and Holders may not deliver consents to the
Proposed Amendments and Release without tendering their Notes in
the Tender Offer.
Prior to the commencement of the Tender Offer, RSI issued a
conditional partial notice of redemption for $115 million in aggregate principal amount of the
RSI Notes at a redemption price of 103.000%, plus accrued and
unpaid interest, if any, to, but not including, the redemption
date, subject to the satisfaction of the Financing Condition (as
defined below). Such RSI Notes are expected to be redeemed on
February 26, 2018, or such later date
on or prior to March 14, 2018, on
which the Financing Condition has been satisfied. The
$115 million in aggregate principal
amount of the RSI Notes subject to the conditional partial
redemption is not eligible to participate in the Tender Offer and
Consent Solicitation.
To the extent the amount of all RSI Notes accepted for purchase
on the Initial Acceptance Date is less than the Tender Cap, RSI
intends to issue a notice of redemption, on the Initial Payment
Date, for any RSI Notes that will remain outstanding after the
Final Payment Date at a "make-whole" redemption price in accordance
with the Indenture, such that the aggregate principal amount of RSI
Notes purchased in the Tender Offer or so redeemed, as the case may
be, is equal to the Tender Cap. As described in the
Indenture, the "make-whole" redemption price is based upon the
weekly average yield on actually traded United States Treasury
securities adjusted to a constant maturity of one year, as
published in the most recent Federal Reserve Statistical Release
H.15, plus 50 basis points. In such event, RSI also intends
to effect the satisfaction and discharge of the Indenture on the
Initial Payment Date. Neither this press release nor the
Offer Documents constitute a notice of redemption or an obligation
to issue a notice of redemption.
The Tender Offer and the Consent Solicitation are subject to the
satisfaction or waiver of a number of conditions that are set forth
in the Offer Documents, including, without limitation, (i) the
condition (the "Financing Condition") that American Woodmark
receives gross cash proceeds in an aggregate amount of
approximately $600 million from
certain financing transactions, including American Woodmark's
private placement of new unsecured senior notes (the "New Notes
Offering"), which was separately announced by American Woodmark
today, and (ii) the execution by RSI and the other parties
thereto of the Supplemental Indenture reflecting the Proposed
Majority Amendments following receipt of the Majority Amendments
Requisite Consents. There can be no assurance that the
Financing Condition, or any other condition to the Tender Offer and
the Consent Solicitation, will be satisfied. If any of the
conditions are not satisfied, RSI is not obligated to accept for
payment, purchase or pay for, and may delay the acceptance for
payment of, any tendered RSI Notes or delivered consents and may
terminate the Tender Offer and the Consent Solicitation.
The complete terms and conditions of the Tender Offer and the
Consent Solicitation are set forth in the Offer Documents that are
being sent to Holders. Holders are urged to read the Offer
Documents carefully before making any decision with respect to the
Tender Offer and the Consent Solicitation. Holders must make
their own decisions as to whether to tender their RSI Notes and, if
they decide to do so, the principal amount of the RSI Notes to
tender.
Holders may contact the Tender Agent and Information Agent for
the Tender Offer and the Consent Solicitation, D.F. King &
Co, Inc., by telephone at (866) 530-8623 (toll free) or (212)
269-5550 (banks and brokers) or by email at rsihome@dfking.com to
obtain copies of the Offer Documents.
Wells Fargo Securities, LLC is the Dealer Manager for the Tender
Offer and the Solicitation Agent for the Consent Solicitation.
Questions regarding the Tender Offer and the Consent
Solicitation may be directed to Wells Fargo Securities, LLC at
(866) 309-6316 (toll-free) or (704) 410-4760 (collect).
None of American Woodmark, RSI, the Dealer Manager, the Tender
Agent and Information Agent or any other person makes any
recommendation as to whether holders of Notes should tender their
Notes, and no one has been authorized to make such a
recommendation.
This press release is for informational purposes only and does
not constitute an offer to purchase, an offer to sell, or a
solicitation of an offer to purchase or sell with respect to any
securities.
The Tender Offer and the Consent Solicitation are being made
solely pursuant to the Offer Documents and are not being made to
Holders in any jurisdiction in which the making of or acceptance of
a tender offer would not be in compliance with the laws of such
jurisdiction.
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. American Woodmark
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 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 the Statement and 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