WINCHESTER, Va., Jan. 31, 2018 /PRNewswire/ -- American
Woodmark Corporation (NASDAQ: AMWD) ("American Woodmark") today
announced the pricing of its previously announced private offering
of $350 million aggregate principal
amount of senior unsecured notes due 2026 (the "Notes"). The
Notes will mature on March 15, 2026,
and will bear an interest rate of 4.875%. The offering is
expected to close on February 12,
2018, subject to certain closing conditions.
As previously announced, on January 25,
2018, RSI Home Products, Inc. ("RSI"), a wholly owned
subsidiary of American Woodmark, gave notice that it had 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"). Also, as previously announced, on
January 29, 2018, RSI commenced an
offer to purchase for cash the RSI Notes not subject to the
Conditional Redemption pursuant to a tender offer and consent
solicitation (the "Tender Offer").
American Woodmark intends to use the net proceeds from the sale
of the Notes, together with the proceeds from borrowings under its
senior secured delayed draw term loan facility and cash on hand, to
(i) pay the redemption price for the Conditional Redemption, (ii)
finance the Tender Offer and the redemption of any RSI Notes not
purchased in the Tender Offer, along with related fees and
expenses, and (iii) repay amounts outstanding under American
Woodmark's senior secured revolving credit facility.
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.
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. This press release
contains information about pending transactions, and there can be
no assurance that these transactions will be completed.
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.
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