Press Release

American Woodmark Corporation Announces Conditional Partial Redemption of $115 Million in Principal Amount of 6 1/2% Senior Secured Second Lien Notes Due 2023 of RSI Home Products, Inc.

Company Release - 1/25/2018 8:50 AM ET

WINCHESTER, Va., Jan. 25, 2018 /PRNewswire/ -- American Woodmark Corporation (NASDAQ: AMWD) ("American Woodmark") today announced that its wholly-owned subsidiary, RSI Home Products, Inc. ("RSI"), has elected to conditionally redeem 20%, or $115 million in principal amount, of the $575 million outstanding principal amount of its 6½% Senior Secured Second Lien Notes due 2023 (CUSIP Nos. 74977X AB7 and U7501XAB9) (the "RSI Notes") at a redemption price of 103% of the principal amount of the Notes being redeemed, plus any accrued and unpaid interest thereon to, but not including, the redemption date, in accordance with the terms of the RSI Notes and the indenture governing the RSI Notes.

This partial redemption of the RSI Notes is subject to certain financing and other related conditions as set forth in the notice of redemption to the holders of the Notes. Subject to the satisfaction of these conditions, the date fixed for the partial redemption of the RSI Notes is February 26, 2018, provided that the redemption date may be extended by RSI pending satisfaction of the conditions, but not later than March 14, 2018. There is no assurance that the conditions to the partial redemption will be satisfied. If these conditions are not satisfied on or prior to March 14, 2018, the RSI Notes will not be partially redeemed and will remain outstanding.

Additional information concerning the terms and conditions of the partial redemption of the RSI Notes are set forth in the notice of redemption to holders of the RSI Notes.

This press release is for informational purposes only and does not constitute a notice of redemption of the Notes or an offer to purchase the Notes or any other securities.

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 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