WINCHESTER, Va., Feb. 27, 2018 /PRNewswire/ -- American
Woodmark Corporation (NASDAQ: AMWD) ("American Woodmark") today
announced the expiration and final 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 related solicitation of consents (the "Consent
Solicitation") from the holders of the RSI Notes to amend the
indenture governing the RSI Notes (the "RSI Indenture"). The
Tender Offer expired at 11:59 p.m.,
New York City time, on
February 26, 2018 (the "Expiration
Date"), and RSI Notes may no longer be tendered for purchase in the
Tender Offer.
On February 12, 2018, RSI 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Notes validly tendered and not validly withdrawn pursuant to the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"). No additional RSI Notes were validly tendered
pursuant to the Tender Offer after the Consent Date and prior to
the Expiration Date. As a result, as previously announced, on
February 28, 2018, RSI will redeem
$10,882,000 in aggregate principal
amount of RSI Notes not tendered and purchased in the Tender Offer
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. The aggregate
principal amount of all RSI Notes purchased pursuant to the Tender
Offer and redeemed pursuant to the "make-whole" redemption will
equal the Tender Cap.
On February 26, 2018, RSI redeemed
$115 million in aggregate principal
amount of RSI Notes pursuant to the previously announced
conditional partial redemption. As a result of the purchase
of RSI Notes pursuant to the Tender Offer and the redemptions of
the RSI Notes pursuant to the conditional partial redemption and
the "make-whole" redemption, no RSI Notes will remain outstanding
after February 28, 2018.
RSI previously satisfied and discharged its obligations under
the RSI Indenture 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 Tender Offer and the Consent Solicitation were made solely
pursuant to the Offer to Purchase and Consent Solicitation
Statement, dated January 29, 2018 and a related Letter of
Transmittal and Consent (the "Offer Documents"), which more fully
set forth the terms and conditions of the Tender Offer and the
Consent Solicitation. D.F. King & Co, Inc. acted as
the Tender Agent and Information Agent for the Tender Offer and
Consent Solicitation, and Wells Fargo Securities, LLC acted as the
Dealer Manager for the Tender Offer and the Solicitation Agent for
the Consent Solicitation.
This press release does not constitute an offer to purchase or
solicitation of consents, an offer to sell, or a solicitation of an
offer to purchase or sell with respect to any securities.
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