RSI Home Products, Inc. Announces Receipt of Requisite Consents in its Consent Solicitation with Respect to its 6½% Senior Secured Second Lien Notes due 2023

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ANAHEIM, Calif., Dec. 15, 2017 — 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

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SOURCE RSI Home Products, Inc.

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Sarah Thompson

Sarah Thompson

Sarah is a financial reporter, focusing on technology, national security, and policing. Before joining Daily Telescope she worked as a staff writer at Fast Company and spent two years as a foreign correspondent in Turkey. Her work has been published in Al Jazeera America, The Nation, Vice News, Motherboard, and many other outlets.
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