American Woodmark tenders for $460 million of RSI’s 6½% notes

New York, Jan. 29 – American Woodmark Corp. said its subsidiary RSI Home Products, Inc. began a tender offer for up to $460 million principal amount of its 6½% senior secured second-lien notes due 2023.

RSI is also soliciting consents to amend the note indenture to eliminate most of the restrictive covenants, certain events of default and certain covenants and other provisions relating to the security for the notes and to reduce the minimum notice period for a redemption to three business days from 30 days. The solicitation is also seeking to release all the collateral securing the note, according to a news release.

The indenture amendments require the approval of holders of a majority of the notes while the collateral release requires consents from two thirds.

Holders who tender by the consent deadline of 5 p.m. ET on Feb. 9 will receive $1,052.48 per $1,000 principal amount, a figure which includes a consent payment of $30.00 per $1,000 principal amount.

After the consent deadline, the payment on offer is $1,022.48 per $1,000 principal amount.

The tender ends at 11:59 p.m. ET on Feb. 26.

American Woodmark will also pay accrued interest up to but excluding the settlement day, which is expected to be Feb. 12 for early tenders and Feb. 27 for remaining tenders.

Holders who tender their notes will be deemed to have given consents, and consents may not be provided without tendering.

American Woodmark announced on Jan. 25 that it would redeem $115 million of RSI’s 6½% notes on Feb. 26 at a price of 103% of par. These notes are not eligible for the tender offer and consent solicitation.

If the tender offer is not fully subscribed by the initial settlement date, American Woodmark intends to exercise the notes’ make-whole option to redeem enough securities to bring the total redeemed and repurchased in the tender offer to the tender cap of $460 million.

The tender offer and consent solicitation are subject to conditions including a financing condition which requires that the company receive proceeds of $600 million from financing transactions including the sale of new notes.

A similar condition applies to the previously announced redemption.

Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760) is dealer manager and solicitation agent. D.F. King & Co, Inc. (866 530-8623, 212 269-5550 or rsihome@dfking.com) is tender agent and information agent.

American Woodmark is a Winchester, Va., manufacturer of bath, kitchen and home organization products for the remodeling and new home construction markets.

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