ANAHEIM, Calif.----RSI Home Products, Inc., a leading manufacturer of kitchen, bath and home storage cabinets in North America, announced today the preliminary results of its previously announced cash tender offer and consent solicitation with respect to all of its outstanding 6.875% Senior Secured Second Lien Notes due 2018 (the “Notes”).
According to information provided by Global Bondholder Services Corporation, the information agent and tender agent for the tender offer, $491,989,000 , or approximately 93.71% of the outstanding principal amount of the Notes (excluding Notes owned by RSI or any of its affiliates), had been validly tendered and not withdrawn in the tender offer on or prior to 5:00 p.m., New York City time, on March 13, 2015 (the “Early Tender Time”).
The Company also received the requisite consents for the proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (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 remaining conditions upon which the consummation of the tender offer and consent solicitation are subject have also been satisfied. As a result, on March 16, 2015, payment of the tender offer consideration and early tender premium to holders who validly tendered and did not revoke Notes prior to the Early Tender Time will be made and the supplement to the Indenture implementing the Proposed Amendments will become operative.
The Company also issued a notice of redemption today for the $33,011,000 principal amount of Notes not tendered on or prior to the Consent Expiration Time at a redemption price of 105.156% and irrevocably deposited with the trustee for the Notes an amount sufficient to redeem such Notes, thereby discharging its obligations under the Notes and the Indenture in accordance with the satisfaction and discharge provisions of the Indenture. The redemption of such Notes will occur on March 19, 2015.
Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting 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 is acting 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.
About RSI Home Products, Inc.:
RSI is 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.
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