American Woodmark to redeem $10.88 million of RSI notes at 105.061

By Susanna Moon

Chicago, Feb. 27 – American Woodmark Corp. said its subsidiary RSI Home Products, Inc., received no more tenders for its 6½% senior secured second-lien notes due 2023 in the offer that ended at 11:59 p.m. ET on Feb. 26.

As a result, RSI will redeem $10,882,000 principal amount of the notes not tendered in the offer at a make-whole redemption price of 105.061% of par plus accrued interest to but excluding the redemption date, according to a company announcement.

The company said on Feb. 9 that it received early tenders for $449,118,000, or 78.11%, of the notes, which was enough to amend the note indenture, with initial settlement on Feb. 12.

As announced on Jan. 29, RSI was tendering for up to $460 million of the notes for a total price of $1,052.48 per $1,000 principal amount of notes tendered by the consent deadline of 5 p.m. ET on Feb. 9.

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. Those notes were excluded from tender offer and consent solicitation.

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

The tender contained a financing condition that required that the company receive proceeds of $600 million from financing transactions including the sale of new notes.

A similar condition applied to the 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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