Press Release

American Woodmark Corporation Announces Expiration And Final Results Of Tender Offer For RSI Notes

Company Release - 2/27/2018 9:45 AM ET

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for purchase, and paid for, $449,118,000 in aggregate principal amount of RSI Notes validly tendered and not validly withdrawn pursuant to the Tender Offer as of 5:00 p.m., New York City time, on February 9, 2018 (the "Consent Date").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

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  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