MRO Magazine

RSI Home Products, Inc. Announces Tender Offer for All Outstanding 6.875% Senior Secured Second Lien Notes Due 2018


March 2, 2015
By Business Wire News

ANAHEIM, Calif.

RSI Home Products, Inc. (“RSI”), a leading manufacturer of kitchen, bath and home storage cabinets in North America, announced today that it is commencing a cash tender offer (the “Tender Offer”) with respect to any and all of its outstanding 6.875% Senior Secured Second Lien Notes due 2018 (the “Notes”). The purpose of the Tender Offer is for RSI to acquire any and all of its outstanding Notes, whether pursuant to the Tender Offer or in connection with any redemption of any Notes outstanding after the consummation of the Tender Offer and, together with the debt financing transaction to fund the Tender Offer, extend the maturity of certain of RSI’s indebtedness.

In conjunction with the Tender Offer, RSI is soliciting consents (“Consents”) from holders of the Notes to certain proposed amendments (the “Proposed Amendments”) to the indenture (the “Indenture”) governing the Notes (the “Consent Solicitation”). The Proposed Amendments would amend the indenture to eliminate most of the covenants and certain default provisions applicable to the Notes, as well as shorten the notice required to be given to holders from 30 days to 3 days in the case of a redemption of the Notes. The Consent Solicitation is intended to eliminate most of the covenants and certain events of default applicable to the Notes. On the Initial Settlement Date or, if the Initial Settlement Date does not occur, the Final Settlement Date, RSI intends to issue a notice of redemption and concurrently discharge its obligations under the Notes and the Indenture in accordance with the satisfaction and discharge provisions of the Indenture.

Delivery of consents to the Proposed Amendments by holders of at least a majority of the aggregate principal amount of the outstanding Notes (excluding Notes owned by RSI or any of its affiliates) is required for the adoption of the Proposed Amendments.

The Notes and other information relating to the Tender Offer and the Consent Solicitation are set forth in the table below.

                                     
           

Principal

           
CUSIPAmountTender OfferEarly TenderTotal
Notes    Numbers    ISIN Numbers    Outstanding    

Consideration(1)

   

Premium(1)

   

Consideration(1)

6.875% Senior
Secured Second Lien 74977XAA9 US74977XAA90
Notes due 2018     U7501XAA1     USU7501XAA10     $525,000,000     $1,024.06     $30.00     $1,054.06
 

(1) Per $1,000 principal amount of Notes and excluding accrued and unpaid interest, which will be paid in addition to the Tender Offer Consideration or Total Consideration, as applicable. Participating holders will receive accrued and unpaid interest, if any, on their accepted Notes up to but not including the applicable settlement date.

Each holder who validly tenders and does not withdraw its Notes and validly delivers and does not revoke its corresponding Consents prior to 5:00 p.m., New York City time, on March 13, 2015 (as may be extended or earlier terminated, the “Early Tender Time”) will receive, if such Notes are accepted for purchase pursuant to the Tender Offer and the Consent Solicitation, the total consideration of $1,054.06 per $1,000 principal amount of Notes tendered, which includes the tender offer consideration of $1,024.06 and an early tender premium of $30.00. Holders who validly tender and do not withdraw their Notes and validly deliver and do not revoke their corresponding Consents after the Early Tender Time but prior to the Expiration Time will receive only the tender offer consideration of $1,024.06 per $1,000 principal amount of Notes tendered and will not be entitled to receive an early tender premium if such Notes are accepted for purchase pursuant to the Tender Offer and the Consent Solicitation. In addition, accrued and unpaid interest up to, but not including, the applicable settlement date of the Notes will be paid in cash on all validly tendered and accepted Notes.

The Tender Offer and the Consent Solicitation are scheduled to expire at 12:01 a.m., New York City time, on March 28, 2015, unless extended or earlier terminated (the “Expiration Time”). Tendered Notes may be withdrawn at any time prior to 5:00 p.m. New York City time, on March 13, 2015 (unless such deadline is extended) but not thereafter, except to the extent that RSI is required by law to provide additional withdrawal rights.

Subject to the terms and conditions described below, payment of the tender offer consideration and an early tender premium to holders who tendered Notes prior to the Early Tender Time will occur after the Early Tender Time (the “Initial Settlement Date”). Payment of the tender offer consideration to holders who tendered notes prior to the Expiration Time but after the Early Tender Time will occur promptly after the Expiration Time (the “Final Settlement Date”).

The consummation of the Tender Offer and the Consent Solicitation is conditioned upon, among other things, (i) RSI’s consummation of an amendment and restatement of its existing $75 million existing revolving credit facility entered into on February 22, 2013 (the “Senior Secured Revolver”), which include, among other things, modifications to permit this Tender Offer and Consent Solicitation and the Financing Transaction and its possession of funds sufficient to pay the tender offer consideration and early tender premium, accrued and unpaid interest and all related fees and expenses with respect to all Notes (regardless of the amount of Notes tendered pursuant to the Tender Offer), (ii) the valid tender of Notes (which are not withdrawn) by holders of at least a majority of the aggregate principal amount of the outstanding Notes (excluding Notes owned by RSI or any of its affiliates), and (iii) the execution, delivery and effectiveness of the supplement to the Indenture, which will implement the Proposed Amendments. If any of the conditions is not satisfied, RSI may terminate the Tender Offer and the Consent Solicitation and return tendered Notes. RSI has the right to waive any of the foregoing conditions with respect to the Notes in whole or in part. In addition, RSI has the right, in its sole discretion, to terminate the Tender Offer and the Consent Solicitation at any time, subject to applicable law.

This announcement shall not constitute an offer to purchase or a solicitation of an offer to sell any securities. The complete terms and conditions of the Tender Offer and the Consent Solicitation are set forth in an Offer to Purchase and Consent Solicitation Statement, dated March 2, 2015, and the related Letter of Transmittal (the “Tender Offer Documents”) that are being sent to holders of the Notes. The Tender Offer and the Consent Solicitation are being made only through, and subject to the terms and conditions set forth in, the Tender Offer Documents and related materials.

Merrill Lynch, Pierce, Fenner & Smith Incorporated will act as Dealer Manager for the Tender Offer and as Solicitation Agent for the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (toll-free) or at (980) 388-3846 (collect).

Global Bondholder Services Corporation will act as Depositary and Information Agent for the Tender Offer and Consent Solicitation. Requests for the Tender Offer Documents may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 470-3700 (for all others).

None of RSI, its board of directors, the trustee and the collateral agent for the Notes, the Information Agent, the Tender Agent, the Dealer Manager and the Solicitation Agent or any of their respective affiliates makes any recommendation as to whether holders should tender, or refrain from tendering, all or any portion of the principal amount of their Notes pursuant to the Tender Offer or deliver, or refrain from delivering, any consent to the Proposed Amendments pursuant to the Consent Solicitation.

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company has tried, whenever possible, to identify these forward-looking statements using words such as “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends” and similar expressions. These statements reflect the Company’s current beliefs and are based upon information currently available to it. Accordingly, such forward-looking statements involve known and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance or achievements to differ materially from those expressed in, or implied by, such statements. Important factors that could cause such differences include, but are not limited to, our ability to meet the conditions to the tender offer, including consummation of a debt financing transaction and consent from lenders under our Senior Secured Revolver.

All information set forth in this press release is as of March 2, 2015. RSI does not intend, and undertakes no duty, to update this information to reflect future events or circumstances. Risk factors and uncertainties that may cause actual results to differ materially from expected results include, among others, our ability to successfully complete the Tender Offer and Consent Solicitation.

About RSI Home Products, Inc.:

RSI a leading manufacturer of kitchen, bath and home storage cabinets in North America. We manufacture kitchen, bath and home storage cabinetry, along with bath countertops, for use in the residential repair and remodeling, and new residential construction markets. Our company was founded in 1989 by Mr. Ronald M. Simon with a vision of creating exceptional value for our customers by providing high quality, low-cost products not otherwise available in our industry. From the beginning, RSI has maintained continuous relationships with The Home Depot and Lowe’s Companies, Inc., and today RSI is an important supplier to both.

for RSI Home Products, Inc.
Kim Sherman
714-573-0899 ext. 222
kim@echomediapr.com