ANAHEIM, Calif., Dec. 15, 2017 /PRNewswire/ -- RSI Home Products,
Inc. ("RSI") announced today that it has received the requisite
consents in its previously announced consent solicitation to enter
into a supplemental indenture to effect certain amendments (the
"Amendments") to the Indenture, dated as of March 16, 2015 (the "Indenture"), among RSI, the
subsidiary guarantors named therein (the "Guarantors") and Wells
Fargo Bank, National Association, as trustee and collateral agent
(the "Trustee"), relating to its 6½% Senior Secured Second Lien
Notes due 2023 (CUSIP Nos. 74977X AB7 (Rule 144A) and U7501X AB9
(Regulation S)) (the "Notes").
The Amendments amend the defined term "Change of Control" in the
Indenture to provide an exception such that the completion of the
acquisition of RSI by American Woodmark Corporation ("American
Woodmark") on the terms and conditions contemplated by the
previously announced Agreement and Plan of Merger, dated
November 30, 2017, among RSI,
American Woodmark, Alliance Merger Sub, Inc., a wholly-owned
subsidiary of American Woodmark, and the stockholder representative
named therein (the "Merger"), will not constitute a Change of
Control. In addition, the Amendments add to, amend,
supplement or change certain other defined terms contained in the
Indenture related to the foregoing. The effectiveness of the
Amendments is not a condition to the completion of the Merger.
Based on information provided by D.F. King & Co., Inc., the
information and tabulation agent for the consent solicitation (the
"Information Agent"), RSI received the valid consents of holders of
a majority of the aggregate principal amount of the Notes as of the
expiration date and time of 5:00
p.m., New York City time,
on December 15, 2017 (the "Expiration
Date"). As a result, on December 15,
2017, RSI, the Guarantors and the Trustee entered into a
Supplemental Indenture to the Indenture, which includes the
Amendments (the "Supplemental Indenture"). Although the
Supplemental Indenture became effective immediately upon execution,
the Amendments will not become operative until RSI makes the cash
payment of $2.50 for each
$1,000 in aggregate principal amount
of Notes for which a consent was validly delivered and not revoked
prior to the Expiration Date (the "Consent Consideration") to the
Information Agent. RSI expects to pay the aggregate Consent
Consideration to the Information Agent immediately prior to the
closing of the Merger, assuming RSI has a reasonable expectation
that the Merger will close immediately after payment of the Consent
Consideration and the other conditions have been satisfied or
waived.
The Expiration Date has passed, and holders of the Notes are no
longer able to deliver or revoke consents. Holders of the
Notes who did not deliver valid consents, or who delivered and
revoked such consents, prior to the Expiration Date will not be
entitled to receive the Consent Consideration.
Wells Fargo Securities, LLC acted as solicitation agent and D.F.
King & Co., Inc. acted as the information and tabulation agent
in connection with the consent solicitation.
This press release is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
Notes or any other securities. This press release is also not a
solicitation of consents with respect to the Amendments or any
securities.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains certain forward-looking statements
about the payment of the Consent Consideration, the Supplemental
Indenture and the Merger. The terms "will," "may," "could,"
"would," "plan," "believe," "expect," "anticipate," "intend,"
"project" and similar words or expressions, as well as statements
in future tense, are intended to identify forward-looking
statements. By their nature, forward-looking statements involve
known and unknown risks and uncertainties because they relate to
events and depend on circumstances that will occur in the future.
Forward-looking statements should not be read as a guarantee of
future performance or results, and will not necessarily be accurate
indications of the times at, or by, which such performance or
results will be achieved. Forward-looking statements are
based on information available at the time those statements are
made and/or management's good faith belief as of that time with
respect to future events and are subject to risks. Actual
events or results may differ materially from those expressed in or
implied by the forward-looking statements. Important factors that
could cause such differences include, but are not limited to, the
timing of the payment of the Consent Consideration and the
consummation of the Merger and the operative time of the
Supplemental Indenture. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct, and persons reading this press release
are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date of this
press release. Neither RSI nor American Woodmark assumes any
obligation to update the information contained in this press
release (whether as a result of new information, future events or
otherwise), except as required by applicable law.
About RSI Home Products, Inc.
Since RSI Home Products, Inc. was founded in 1989, it has been a
customer-focused, quality-driven manufacturer of bath, kitchen and
home organization products throughout the U.S. and Canada.
RSI has outpaced its competition and continues to offer
high-quality, low-cost, value-rich products. RSI employs more
than 4,200 people and has manufacturing and distribution facilities
in California, North Carolina, Texas, and Mexico.
CONTACT: Tom Long, T: (212)
493-6920
View original
content:http://www.prnewswire.com/news-releases/rsi-home-products-inc-announces-receipt-of-requisite-consents-in-its-consent-solicitation-with-respect-to-its-6-senior-secured-second-lien-notes-due-2023-300572258.html
SOURCE RSI Home Products, Inc.