American Woodmark Corporation (NASDAQ:AMWD) Files An 8-K Regulation FD Disclosure

American Woodmark Corporation (NASDAQ:AMWD) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.

On January29, 2018, American Woodmark Corporation (the “Company”) issued a press release announcing its intention to offer $350million aggregate principal amount of senior unsecured notes due 2026 (the “Notes”), subject to market and other customary conditions. A copy of the press release announcing the Notes offering is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The Notes are being offered solely to qualified institutional buyers to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities law and, unless so registered, may not be offered or sold in the United States except to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

On January25, 2018, RSI Home Products, Inc. (“RSI”), a wholly owned subsidiary of the Company gave notice that it has elected to conditionally redeem 20%, or $115million in principal amount, of the $575million outstanding principal amount of its 6% senior secured second lien notes due 2023 (the “RSI Notes”).On January29, 2018, the Company issued a press release announcing the commencement of a tender offer and consent solicitation by RSI for up to $460million in aggregate principal amount of the RSI Notes (the “Tender Offer”). A copy of the press release announcing the Tender Offer is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Beginning on January29, 2018, the Company is providing certain offering materials to prospective eligible investors concerning the Company and RSI, an excerpt of which is furnished herewith as Exhibit 99.3.

The information described in this Current Report on Form 8-K and included as Exhibits 99.1, 99.2 and 99.3 is being furnished to Regulation FD and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filings under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. The furnishing of the information in this Current Report on Form 8-K and the accompanying exhibits is not intended to, and does not, constitute a determination of admission by the Company that the information in this Current Report on Form 8-K and the accompanying exhibits are material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Item 7.01 Financial Statements and Exhibits.

(d) Exhibits


AMERICAN WOODMARK CORP Exhibit
EX-99.1 2 d525787dex991.htm EX-99.1 EX-99.1 Exhibit 99.1   P. O. Box 1980 Winchester,…
To view the full exhibit click here

About American Woodmark Corporation (NASDAQ:AMWD)

American Woodmark Corporation manufactures and distributes kitchen cabinets and vanities for the remodeling and new home construction markets. The Company offers framed stock cabinets in approximately 500 different cabinet lines, ranging in price from relatively inexpensive to medium-priced styles. Styles vary by design and color from natural wood finishes to low-pressure laminate surfaces. The product offering of stock cabinets includes approximately 90 door designs in over 20 colors. Stock cabinets consist of cabinet interiors of varying dimensions and construction options, and a maple, oak, cherry, or hickory front frame, door and/or drawer front. The Company’s products are sold under the brand names of American Woodmark, Simply Woodmark, Timberlake, Shenandoah Cabinetry, Shenandoah Value Series and Waypoint Living Spaces. The Company’s primary raw materials used include hard maple, soft maple, oak, cherry, and hickory lumber and plywood.

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