Arrangement of Financing for American Woodmark’s Proposed Acquisition of RSI

On December 1, 2017, American Woodmark Corporation, a leading manufacturer and distributor of kitchen cabinets and vanities for the remodeling and new home construction markets, announced that it has entered into a definitive agreement to acquire RSI Home Products, Inc. (“RSI”), a leading manufacturer of kitchen and bath cabinetry and home storage products, for a total transaction value of approximately $1.075 billion. Cravath is representing Wells Fargo Bank, National Association, as administrative agent, and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner, in connection with the arrangement of a $100 million revolving credit facility and a $250 million term loan facility, which will be used to finance the pending acquisition and for working capital and other general corporate purposes. Cravath is also representing Wells Fargo Securities, LLC, as solicitation agent, in connection with the contemplated consent solicitation with respect to RSI’s 6½ percent Senior Secured Second Lien Notes due 2023.

The Cravath team included partner Stephen M. Kessing and associate Randall F. Limberg on banking matters; and partner William V. Fogg and associates Ryan M. Farha and Austin L. Lee on securities matters. Ari B. Ruffer also worked on banking matters.