UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
January 25, 2019
 
 
American Woodmark Corporation
(Exact name of registrant as specified in its charter)
 
 
Virginia
 
000-14798
 
54-1138147
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
561 Shady Elm Road, Winchester, Virginia
 
22602
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
(540) 665-9100
 
Not applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

 
 
 
 
 
 
 
Emerging growth company [ ]
 
 
 
 
 
 
 
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]




American Woodmark Corporation

Item 1.01 Entry into a Material Definitive Agreement.

On January 25, 2019, American Woodmark Corporation, a Virginia corporation (the “Company”), and certain of its subsidiaries entered into an amendment (the “Amendment”) to the credit agreement that the Company entered into with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent, on December 29, 2017 and previously amended on September 7, 2018 (as so amended and as amended by the Amendment, the “Credit Agreement”). The Amendment revises the Credit Agreement’s leverage-based pricing grid to reduce the applicable margin for LIBOR rate and base rate loans and to reduce the commitment fee that is incurred quarterly on any unused portion of the revolving loan facility. The Amendment also amends the Credit Agreement’s financial covenants by (i) removing the requirement to maintain a Total Secured Debt to EBITDA Ratio (as defined in the Credit Agreement prior to the Amendment) of no more than 2.50 to 1.00 and (ii) setting a maximum Total Funded Debt to EBITDA Ratio (as defined in the Credit Agreement) of no more than 3.50 to 1.00 from the date of the Amendment through January 31, 2020 and no more than 3.25 to 1.00 thereafter. The maximum Total Funded Debt to EBITDA Ratio applicable prior to the Amendment was 3.75 to 1.00, which was scheduled, prior to the Amendment, to decrease to 3.50 to 1.00 beginning April 30, 2019 and to 3.25 to 1.00 beginning April 30, 2020.

Prior to the Amendment, the negative covenant under the Credit Agreement restricting the Company’s ability to make certain investments included an exception for investments in an aggregate amount not to exceed the Cumulative Credit (as defined in the Credit Agreement) so long as the Total Funded Debt to EBITDA Ratio was less than or equal to 3.00 to 1.00 after giving effect to any such investment and no default or event of default had occurred and was continuing or would result from any such investment. The Amendment removes the Cumulative Credit cap from this exception such that the Company may make unlimited investments so long as the Total Funded Debt to EBITDA Ratio and absence of a default or event of default conditions noted in the prior sentence are satisfied.

Prior to the Amendment, the negative covenant under the Credit Agreement restricting the Company’s ability to make restricted payments included an exception for unlimited restricted payments so long as the Total Funded Debt to EBITDA Ratio was less than or equal to 2.50 to 1.00 after giving effect to any such payment and no default or event of default had occurred and was continuing or would result from any such payment. The Amendment revises this exception to increase the stated Total Funded Debt to EBITDA Ratio to 2.75 to 1.00.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Amendment No. 2, dated as of January 25, 2019, to the Credit Agreement, dated as of December 29, 2017, among American Woodmark Corporation, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent.

 
 
*
Filed herewith









SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


AMERICAN WOODMARK CORPORATION
(Registrant)



 
 
/s/ M. SCOTT CULBRETH
 
/s/ S. CARY DUNSTON
 
 
 
M. Scott Culbreth
 
S. Cary Dunston
Senior Vice President and Chief Financial Officer
 
Chairman & Chief Executive Officer
 
 
 
Date: January 29, 2019
 
Date: January 29, 2019
Signing on behalf of the registrant and as principal financial officer
 
Signing on behalf of the registrant and as principal executive officer
 
 
 



Exhibit 10.1

AMENDMENT NO. 2 dated as of January 25, 2019 (this “ Amendment ”), to the Credit Agreement dated as of December 29, 2017, as amended by Amendment No. 1 to Credit Agreement dated as of September 7, 2018 (as amended, amended and restated, extended, supplemented or otherwise modified from time to time prior to the date hereof, the “ Credit Agreement ”), among AMERICAN WOODMARK CORPORATION, a Virginia corporation (the “ Borrower ”), the lenders from time to time party thereto (the “ Lenders ”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent (in such capacity, the “ Administrative Agent ”).
A.      Pursuant to the Credit Agreement, the Lenders have extended, and have agreed to extend, credit to the Borrower, in each case pursuant to the terms and subject to the conditions set forth therein.
B.      The Borrower has requested that the Administrative Agent and the Lenders agree to amend the Credit Agreement to make certain changes as set forth herein.
C.      In order to effectuate the foregoing, the Borrower, the Lenders party hereto (which such Lenders constitute at least the Lenders required to effect this Amendment in accordance with Section 12.2 of the Credit Agreement) and the Administrative Agent have agreed that the Credit Agreement be amended, on the terms and subject to the conditions set forth herein.
D.      Capitalized terms used but not defined herein shall have the meanings assigned to them in the Credit Agreement.
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to the Credit Agreement . Subject to the satisfaction of the conditions to effectiveness set forth in Section 3 hereof, the Credit Agreement is hereby amended as follows, effective as of the Amendment No. 2 Effective Date (as defined below):
(a)      Section 1.1 is hereby amended by adding the following defined term in the appropriate alphabetical order:
Amendment No. 2 Effective Date ” means January 25, 2019.
(b)      The definition of “ Applicable Margin ” in Section 1.1 of the Credit Agreement is hereby amended by replacing the chart that appears therein in its entirety with the chart below:






2


Pricing Level
Total Funded Debt to EBITDA Ratio
Applicable Margin for LIBOR Rate Loans
Applicable Margin for Base Rate Loans
Commitment Fee
I
Greater than 3.00 to 1.00
2.00%
1.00%
0.25%
II
Greater than 2.75 to 1.00, but less than or equal to 3.00 to 1.00
1.75%
0.75%
0.20%
III
Greater than 2.00 to 1.00, but less than or equal to 2.75 to 1.00
1.50%
0.50%
0.175%
IV
Greater than 1.50 to 1.00, but less than or equal to 2.00 to 1.00
1.25%
0.25%
0.15%
V
Less than or equal to 1.50 to 1.00
1.00%
0.00%
0.10%

(c)      Section 9.3(m) of the Credit Agreement is hereby amended by striking the phrase “in an aggregate amount not to exceed the Cumulative Credit at such time”.
(d)      Section 9.6(f) of the Credit Agreement is hereby amended by replacing the phrase “2.50 to 1.00” as it appears therein with “2.75 to 1.00”.
(e)      Section 9.13 of the Credit Agreement is hereby amended as follows:
(i) paragraph (b) therein is hereby amended and restated in its entirety as follows:
(b) Maximum Total Funded Debt to EBITDA Ratio . As of the last day of any fiscal quarter ending (i) after the Amendment No. 2 Effective Date through January 31, 2020, permit the Total Funded Debt to EBITDA Ratio to be greater than 3.50 to 1.00 and (ii) thereafter, permit the Total Funded Debt to EBITDA Ratio to be greater than 3.25 to 1.00; provided that, solely with respect to this Section 9.13(b) , upon the consummation of a Qualified Acquisition, the then applicable Total Funded Debt to EBITDA Ratio shall increase to 3.75 to 1.00 as of the end of the fiscal quarter in which such Qualified Acquisition is consummated and the immediately following four (4) fiscal quarters thereafter.
(ii) paragraph (c) therein is hereby deleted in its entirety and replaced with “[ Reserved ].”.
SECTION 2.      Representations and Warranties . The Borrower, as to itself and the Credit Parties, represents and warrants to the Administrative Agent and the Lenders that:
(a)      Each Credit Party has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance




3


of this Amendment. This Amendment has been duly executed and delivered by the duly authorized officers of each Credit Party and constitutes a legal, valid and binding obligation of each Credit Party, enforceable in accordance with the terms herein, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies.
(b)      As of the Amendment No. 2 Effective Date and after giving effect to the transactions contemplated hereby:
(i)      The representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty is true and correct in all respects, on and as of the Amendment No. 2 Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty remains true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty remains true and correct in all respects as of such earlier date); and
(ii)      no Default or Event of Default has occurred and is continuing.
SECTION 3.      Conditions to Effectiveness . This Amendment shall become effective, as of the date first written above, on the first date (such date, the “ Amendment No. 2 Effective Date ”) on which each of the following conditions is satisfied:
(a)      The Administrative Agent (i) shall have executed this Amendment and (ii) shall have received from the Borrower, each other Credit Party and Lenders (which such Lenders constitute at least the Lenders required to effect this Amendment in accordance with Section 12.2 of the Credit Agreement) either a counterpart of this Amendment signed on behalf of such party or evidence satisfactory to the Administrative Agent (which may include a facsimile transmission or transmission by electronic mail (in .pdf or .tif format)) that such party has signed a counterpart of this Amendment.
(b)      The Administrative Agent shall have received a certificate, dated the Amendment No. 2 Effective Date and signed by an authorized officer of the Borrower, confirming the accuracy of the representations and warranties set forth in Section 2 hereof.
(c)      The Administrative Agent shall have received payment from the Borrower, for the account of each Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or its counsel) its executed signature page to this Amendment at or prior to 5:00 p.m., New York City time, on January 24, 2019, (i) an amendment fee equal to 0.05% of the amount of the Revolving Credit Commitments (whether used or unused) and outstanding Term Loans of such Lender under the Credit Agreement as of the




4


Amendment No. 2 Effective Date (for the avoidance of doubt, without giving effect to any increase therein on the Amendment No. 2 Effective Date) and (ii) an upfront fee equal to 0.15% of the amount by which the Revolving Credit Commitments and/or Term Loans of such Lender are increased on the Amendment No. 2 Effective Date.
(d)      The Administrative Agent shall have received, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable fees, charges and disbursements of counsel) required to be paid or reimbursed by the Borrower under the Credit Agreement in connection with this Amendment.
The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 2 Effective Date, and such notice shall be conclusive and binding.
SECTION 4.      Effect of this Amendment . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. Each of the parties hereto acknowledge and agree, for the avoidance of doubt that, from and after the Amendment No. 2 Effective Date, the Applicable Margin for all purposes of the Credit Agreement shall be determined in accordance with the provisions of the Credit Agreement as amended hereby and that, for any day prior to the Amendment No. 2 Effective Date, the Applicable Margin shall be determined in accordance with the Credit Agreement prior to giving effect to this Amendment. After the Amendment No. 2 Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as modified hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.
SECTION 5.      Counterparts . This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other customary means of electronic transmission ( e.g. , “pdf”) shall be as effective as delivery of a manually signed counterpart of this Amendment.
SECTION 6.      Governing Law; Waiver of Jury Trial; Service of Process; Judgment Currency . THE PROVISIONS OF SECTION 12.5 (GOVERNING LAW; JURISDICTION, ETC) AND SECTION 12.6 (WAIVER OF JURY TRIAL) OF THE CREDIT AGREEMENT SHALL APPLY TO THIS AMENDMENT, mutatis mutandis .




5


SECTION 7.      Headings . The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
[ The remainder of this page intentionally left blank. ]







IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers, all as of the day and year first written above.
AMERICAN WOODMARK CORPORATION, as Borrower

By:
 
/s/ M. Scott Culbreth
 
Name: M. Scott Culbreth
 
Title: Senior Vice President and Chief Financial Officer


AMENDÉ CABINET CORPORATION, as a Credit Party

By:
 
/s/ M. Scott Culbreth
 
Name: M. Scott Culbreth
 
Title: President


COMPLETE KITCHENS LLC, as a Credit Party

By:
 
/s/ S. Cary Dunston
 
Name: S. Cary Dunston
 
Title: President


RSI HOME PRODUCTS, INC., as a Credit Party

By:
 
/s/ M. Scott Culbreth
 
Name: M. Scott Culbreth
 
Title: Chief Financial Officer


PROFESSIONAL CABINET SOLUTIONS, as a Credit Party

By:
 
/s/ M. Scott Culbreth
 
Name: M. Scott Culbreth
 
Title: Chief Financial Officer



[ Signature Page to Amendment No. 2 ]




RSI HOME PRODUCTS MANAGEMENT, INC., as a Credit Party

By:
 
/s/ M. Scott Culbreth
 
Name: M. Scott Culbreth
 
Title: Chief Financial Officer


RSI HOME PRODUCTS MANUFACTURING, INC., as a Credit Party

By:
 
/s/ M. Scott Culbreth
 
Name: M. Scott Culbreth
 
Title: Chief Financial Officer


RSI HOME PRODUCTS SALES, INC., as a Credit Party

By:
 
/s/ M. Scott Culbreth
 
Name: M. Scott Culbreth
 
Title: Chief Financial Officer






[ Signature Page to Amendment No. 2 ]





WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender, Issuing Lender and Lender,
By:
 
/s/ Dermaine Lewis
 
Name: Dermaine Lewis
 
Title: Senior Vice President




[ Signature Page to Amendment No. 2 ]



LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: BMO HARRIS BANK N.A.
By:
 
/s/ Thomas Hasenauer
 
Name: Thomas Hasenauer
 
Title: Director

For any Lender requiring a second signature block:
By:
 
 
 
Name:
 
Title:

[ Signature Page to Amendment No. 2 ]




LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: Citizens Bank, N.A. (as successor by merger to Citizens Bank of Pennsylvania
By:
 
/s/ Pamela Hansen
 
Name: Pamela Hansen
 
Title: Senior Vice President



[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: SunTrust Bank
By:
 
/s/ Mary K. Lundin
 
Name: Mary K. Lundin
 
Title: Director

For any Lender requiring a second signature block:
By:
 
 
 
Name:
 
Title:


[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: CAPITAL ONE, N.A.
By:
 
/s/ Travis B. Maxwell
 
Name: Travis B. Maxwell
 
Title: Managing Director



[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: COMPASS BANK
By:
 
/s/ Jay Tweed
 
Name: Jay Tweed
 
Title: Senior Vice President

For any Lender requiring a second signature block:
By:
 
 
 
Name:
 
Title:


[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: FIFTH THIRD BANK
By:
 
/s/ Jonathan James
 
Name: Jonathan James
 
Title: Managing Director



[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: MUFG Union Bank, N.A.
By:
 
/s/ Yao Wong
 
Name: Yao Wong
 
Title: Vice President



[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: PNC BANK, NATIONAL ASSOCIATION
By:
 
/s/ David Notaro
 
Name: David Notaro
 
Title: Senior Vice President



[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: REGIONS BANK
By:
 
/s/ Brand Hosford
 
Name: Brand Hosford
 
Title: Vice President



[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: US BANK, NATIONAL ASSOCIATION
By:
 
/s/ Sean P. Walters
 
Name: Sean P. Walters
 
Title: Vice President



[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: Branch Banking and Trust Company
By:
 
/s/ Trevor H. Williams
 
Name: Trevor H. Williams
 
Title: Assistant Vice President



[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: First National Bank of Pennsylvania
By:
 
/s/ Charles W. Jones
 
Name: Charles W. Jones
 
Title: Senior Vice President



[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: TD BANK, N.A.
By:
 
/s/ Craig Welch
 
Name: Craig Welch
 
Title: Senior Vice President



[ Signature Page to Amendment No. 2 ]





LENDER SIGNATURE PAGE TO
AMENDMENT NO. 2
AMERICAN WOODMARK CORPORATION

Name of Institution: Union Bank & Trust
By:
 
/s/ Charlie Vaughters
 
Name: Charlie Vaughters
 
Title: Director – Corporate Banking




[ Signature Page to Amendment No. 2 ]