RSI Home Products, Inc. Announces Consent Solicitation with Respect to its 6.5% Senior Secured Second Lien Notes due 2023

ANAHEIM, Calif., Dec. 6, 2017 /PRNewswire/ -- RSI Home Products, Inc. ("RSI") announced today that it has commenced a consent solicitation with respect to its 6.5% Senior Secured Second Lien Notes due 2023 (CUSIP Nos. 74977X AB7 (Rule 144A) and U7501X AB9 (Regulation S)) (the "Notes").

RSI is soliciting consents from holders of record as of 5:00 p.m., New York City time, on December 5, 2017 (such date and time, the "Record Date") to: (a) amend the defined term "Change of Control" in 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"), pursuant to which the Notes were issued, to provide an exception such that the completion of the acquisition of RSI by American Woodmark Corporation ("American Woodmark") (the "Merger") on the terms and conditions contemplated by the previously announced Agreement and Plan of Merger dated November 30, 2017 (the "Merger Agreement"), among RSI, American Woodmark, Alliance Merger Sub, Inc., a wholly-owned subsidiary of American Woodmark, and the stockholder representative named therein, will not constitute a Change of Control and (b) add to, amend, supplement or change certain other defined terms contained in the Indenture related to the foregoing (collectively, the "Proposed Amendments"). The Proposed Amendments will be effected by a supplemental indenture (the "Supplemental Indenture") to the Indenture.

RSI is offering to pay each holder of record as of the Record Date who validly delivers its consent prior to the Expiration Date (as defined below) and does not validly revoke its consent prior to the Expiration Date or, if earlier, the Consent Date (as defined below) a cash payment of $2.50 for each $1,000 in aggregate principal amount of Notes for which a consent is validly delivered (the "Consent Consideration"), subject to satisfaction or waiver of certain conditions, including the receipt of valid consents in respect of a majority in aggregate principal amount of the outstanding Notes, the execution and effectiveness of the Supplemental Indenture and RSI's reasonable expectation that the Merger will close immediately following the payment of the Consent Consideration. The Consent Consideration will be paid immediately prior to the closing of the Merger, assuming receipt of the requisite consents and the satisfaction or waiver of the other conditions.  RSI expects that it will not pay the Consent Consideration unless it has a reasonable expectation that the Merger will close.

RSI expects that, promptly after receipt of the requisite consents prior to the Expiration Date, RSI, the Guarantors and the Trustee will execute the Supplemental Indenture. Upon its execution, the Supplemental Indenture will be effective and constitute a binding agreement of RSI, the Guarantors and the Trustee, but the Proposed Amendments will not become operative unless and until RSI pays the Consent Consideration, which is expected to occur immediately prior to the closing of the Merger, assuming the satisfaction or waiver of the other conditions.  Holders will not be able to revoke their consents after the execution of the Supplemental Indenture (such time, the "Consent Date"). Holders should note that the Consent Date may be prior to the Expiration Date and holders will not be given prior notice of such Consent Date.

The consent solicitation will expire at 5:00 p.m., New York City time, on December 15, 2017 (as such date may be extended by RSI in its sole discretion) (such date and time, the "Expiration Date"). If the requisite consents are received prior to the Expiration Date, and the other conditions to the consent solicitation are satisfied or waived, RSI will pay the Consent Consideration immediately prior to the closing of the Merger to each noteholder who has consented through the information and tabulation agent specified below. RSI does not expect to pay the Consent Consideration through the information and tabulation agent unless it has a reasonable expectation that the Merger will close. RSI in its sole discretion may terminate the consent solicitation without the obligation to make any cash payment at any time, whether or not the requisite consents have been received. Except for the Proposed Amendments, all of the existing terms of the Notes and the Indenture under which the Notes were issued will remain unchanged. The effectiveness of the Proposed Amendments is not a condition to the completion of the Merger.

This press release does not set forth all of the terms and conditions of the consent solicitation. Holders of the Notes should carefully read RSI's Consent Solicitation Statement, dated December 6, 2017, and the accompanying materials for a complete description of all terms and conditions before making any decision with respect to the consent solicitation. Neither RSI nor American Woodmark makes any recommendation as to whether or not any holder should consent to the Proposed Amendments. Additional information concerning the terms and conditions of the consent solicitation, and the procedure for delivering consents, may be obtained from the solicitation agent, Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (704) 410-4760 (collect). Copies of the Consent Solicitation Statement and related documents may be obtained from the information and tabulation agent, D.F. King & Co., Inc., by calling (800) 714-3311 (toll free) or (212) 269-5550 (collect) or by email at [email protected].

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 Proposed Amendments or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains certain forward-looking statements about the consent solicitation and the Merger and the period after completion of the consent solicitation 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, RSI's ability to obtain the requisite consents and the risks and uncertainties related to the Merger, including with respect to the timing of the consummation of the Merger. 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.

SOURCE RSI Home Products, Inc.