WINCHESTER, Va., Feb. 12, 2018 /PRNewswire/ -- American
Woodmark Corporation (NASDAQ: AMWD) ("American Woodmark") today
announced the successful completion of its previously announced
private offering of $350 million in
aggregate principal amount of its 4.875% senior unsecured notes due
2026 (the "Notes") and the initial settlement of the previously
announced cash tender offer (the "Tender Offer") by RSI Home
Products, Inc. ("RSI"), a wholly owned subsidiary of American
Woodmark, for up to $460,000,000 in
aggregate principal amount (the "Tender Cap") of RSI's 6½% senior
secured second lien notes due 2023 (the "RSI Notes"), and the
related solicitation of consents (the "Consent Solicitation") to
amend the indenture governing the RSI Notes (the "RSI Indenture")
and to release all of the collateral securing the RSI Notes.
American Woodmark used the net proceeds from the sale of the
Notes, together with borrowings of $250
million under its delayed draw term loan facility and cash
on hand, to fund the previously announced conditional partial
redemption and the "make-whole" redemption of the RSI Notes, each
as described below, and the payment for RSI Notes accepted for
purchase pursuant to the Tender Offer, to repay approximately
$30 million of revolving loans under
its senior credit facilities and to pay fees and expenses related
to the foregoing.
RSI today accepted for purchase, and paid for, $449,118,000 in aggregate principal amount of RSI
Notes validly tendered and not validly withdrawn pursuant to the
Tender Offer as of 5:00 p.m.,
New York City time, on
February 9, 2018 (the "Consent
Date"). The Tender Offer is scheduled to expire at
11:59 p.m. on February 26, 2018, unless extended by RSI (such
time and date, as the same may be extended, the "Expiration
Date"). Subject to the Tender Cap and the other terms and
conditions of the Tender Offer and Consent Solicitation as
described in the Offer Documents (as defined below), RSI Notes that
are validly tendered after the Consent Date but on or prior to the
Expiration Date and are accepted for purchase by RSI will be paid
for on the final settlement date (the "Final Payment Date"), which
currently is expected to be February
27, 2018.
As previously announced, pursuant to the Consent Solicitation,
RSI obtained the requisite consents from holders of the RSI Notes
to adopt the amendments to the RSI Indenture as described in the
Offer Documents and to release all of the collateral securing the
RSI Notes.
Prior to the commencement of the Tender Offer, RSI issued a
notice of conditional partial redemption for $115 million in aggregate principal amount of the
RSI Notes at a redemption price of 103.000% of the principal amount
of the RSI Notes being redeemed, plus accrued and unpaid interest,
if any, to, but not including, the redemption date of February 26, 2018, subject to the satisfaction of
certain financing conditions. RSI today notified the trustee for
the RSI Notes that the conditions to the conditional partial
redemption have been satisfied.
RSI also issued a notice of redemption today for any RSI Notes
that will remain outstanding as of February
28, 2018, at a "make-whole" redemption price of 105.061% of
the principal amount of the RSI Notes being redeemed, as determined
in accordance with the RSI Indenture, plus accrued and unpaid
interest, if any, to, but not including, the redemption date of
February 28, 2018. As a result,
the aggregate principal amount of RSI Notes purchased pursuant to
the Tender Offer and redeemed pursuant to the "make-whole"
redemption will be equal to the Tender Cap.
RSI also satisfied and discharged its obligations under the RSI
Indenture today by irrevocably depositing with the trustee for the
RSI Notes funds sufficient to redeem the RSI Notes pursuant to the
conditional partial redemption and the "make-whole" redemption and
to pay related fees and expenses.
The Notes are being offered by the initial purchasers solely to
persons reasonably believed to be 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 have not
been and 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.
The Tender Offer and the Consent Solicitation are being made
solely pursuant to the Offer to Purchase and Consent Solicitation
Statement, dated January 29, 2018, and a related Letter of
Transmittal and Consent (together, the "Offer Documents"), which
more fully set forth the terms and conditions of the Tender Offer
and the Consent Solicitation.
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).
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 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