WINCHESTER, Va. -- American Woodmark Corp. has announced that it has entered into a definitive agreement and plan of merger with RSI Home Products, Inc., a large manufacturer of kitchen and bath cabinetry and home storage products. Under the terms of the agreement, the implied enterprise value for RSI is approximately $1.075 billion, including $140 million in American Woodmark common stock to be issued to RSI shareholders, approximately $346 million in net cash to be paid to RSI shareholders and approximately $589 million of RSI debt to be assumed by American Woodmark. The cash portion of the consideration is subject to customary working capital adjustments.

Founded in 1989 by Ron Simon to provide high quality products at affordable prices not otherwise available in the industry, RSI has grown to one of the largest in-stock and value-based cabinet makers in North America providing kitchen, bathroom, home and garage organization cabinetry, counter tops and accessories with over 100 styles and finishes to home centers, builders, dealers and remodeling contractors. RSI expects to generate net income of over $40 million and adjusted EBITDA of over $120 million on approximately $560 million of revenue for its fiscal year ending December 31, 2017.

"RSI has built a tremendous reputation and position in our industry by delivering quality products at a compelling value position, and we are excited to welcome them to the American Woodmark family," said Cary Dunston, American Woodmark's chairman and CEO.  "The acquisition of RSI will further enhance American Woodmark by creating a broader product and brand portfolio that is well-positioned to fully leverage our industry-leading service platform across all channels and to drive improved profitability and long-term value for shareholders.”

The acquisition boosts American Woodmark from the third biggest cabinet manufacturer in the United States to the second biggest, according to our records and the FDMC 300. Masco moves down to number 3. MasterBrand Cabinets is still at the top.

"We couldn't be more excited and optimistic about the future potential for RSI and its loyal employee associates," said Ron Simon, RSI's Founder and current director.  "This merger creates a company that will be a stronger competitor in the kitchen and bath industry than RSI could be on its own.  The fact that the two companies share the same culture in the way they value their associates and customers will go a long way to ensure great future success.  We believe RSI is the industry's lowest cost manufacturer, and American Woodmark has unmatched logistics and service capabilities, as well as a very broad product line.  This combination enables American Woodmark to bring the greatest value by making higher quality products affordable to more consumers."

The combined company will be managed by American Woodmark's management team (led by Chairman and CEO Cary Dunston). RSI will operate as a subsidiary of American Woodmark following the transaction with its existing brands, channel strategy and operational philosophy remaining. See www.americanwoodmark.com.