American Woodmark receives tenders for $449.12 million of RSI’s notes

New York, Feb. 9 – American Woodmark Corp. said its subsidiary RSI Home Products, Inc. received early tenders for $449,118,000, or 78.11%, of its 6½% senior secured second-lien notes due 2023.

The response means the company has the necessary consents to amend the note indenture.

A supplemental indenture incorporating the changes has been executed but will only become operative when RSI makes payment for the tendered notes.

Initial settlement is planned for Feb. 12, according to a news release.

Meanwhile the tender will continue until 11:59 p.m. ET on Feb. 26. Final settlement is planned for Feb. 27.

As announced on Jan. 29, RSI is tendering for up to $460 million of the notes.

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.

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

Holders who tendered 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.

American Woodmark will also pay accrued interest up to but excluding the settlement day.

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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