WINCHESTER, Va., Feb. 9, 2018 /PRNewswire/ -- American Woodmark
Corporation (NASDAQ: AMWD) ("American Woodmark") today announced
the early results of the previously announced offer to purchase
(the "Tender Offer") by its wholly-owned subsidiary, RSI Home
Products, Inc. ("RSI"), for up to $460,000,000 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"), and
the receipt of consents in the related solicitation of consents
(the "Consent Solicitation") from the holders of the RSI Notes (the
"Holders") to amend the indenture governing the RSI Notes (the "RSI
Indenture") to eliminate most of the restrictive covenants and
certain events of default [and certain covenants and other
provisions relating to the security for the RSI Notes] and to
reduce the notice period required in connection with a redemption
of the RSI Notes (the "Proposed Amendments") [and to release all of
the collateral securing the RSI Notes]. 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 withdrawal time for tendered RSI Notes and the related
consents has passed, and, as a result, tenders of RSI Notes may no
longer be withdrawn, or consents revoked, except as may be required
by law. As of 5:00 p.m.,
New York City time, today,
February 9, 2018 (the "Consent
Date"), based on information provided by D.F. King & Co., Inc.,
$449,118,000 in aggregate principal
amount of the Notes had been validly tendered, and the related
consents delivered, and not validly withdrawn or revoked,
representing 78.11% of the aggregate principal amount of the
outstanding Notes. As a result, the requisite consents to
amend the RSI Indenture have been obtained, and RSI, the guarantors
of the RSI Notes and Wells Fargo Bank, National Association, as
trustee, have executed a supplemental indenture to the RSI
Indenture giving effect to the Proposed Amendments. By its
terms, the supplemental indenture was effective upon execution by
the parties, but the amendments contained in the supplemental
indenture will not become operative until payment of the aggregate
consideration due and payable on RSI Notes accepted for purchase
pursuant to the Tender Offer has been made on the earlier to occur
of (i) the Initial Payment Date and (ii) the Final Payment Date
(each as defined below), provided that at least $383,352,500 in aggregate principal amount of RSI
Notes are accepted for purchase.
Subject to the satisfaction or waiver of the conditions to the
Tender Offer and Consent Solicitation, promptly following the
Consent Date, RSI expects, but is under no obligation, to accept
for purchase 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"). If such RSI Notes
are accepted for purchase on the Initial Acceptance Date, payment
of the Total Consideration (as defined below) for all such RSI
Notes accepted for purchase on the Initial Acceptance Date is
expected to occur on February 12,
2018 (the "Initial Payment 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 (as defined below) and
accepted for purchase (the date of such acceptance, the "Final
Acceptance Date") will receive the Tender Offer Consideration (as
defined below), but not the Consent Payment (as defined below), 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.
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").
Subject to the terms and conditions of the Tender Offer and the
Consent Solicitation, Holders who validly tendered their RSI Notes
and delivered their consents prior to the Consent Date, and did not
validly withdraw their RSI Notes and revoke the related consents,
are 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 and the
other terms and conditions of the Tender Offer and the Consent
Solicitation, 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).
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, the
condition that American Woodmark receives gross cash proceeds in an
aggregate amount of approximately $600
million from certain financing transactions, including
American Woodmark's previously-announced private placement of new
unsecured senior notes. 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 have
been sent to Holders.
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