PGTI Announces Private Placement of Additional Senior Notes
NORTH VENICE, Fla.--(BUSINESS WIRE)--Jan 9, 2020--
PGT Innovations, Inc. (NYSE: PGTI), the leading U.S. manufacturer and supplier of impact-resistant windows and doors, announced today that it intends to offer $50 million aggregate principal amount of additional senior notes due 2026 (the “Additional Notes”), subject to market conditions in an offering that will be exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Additional Notes will be part of the same issuance of, and will rank equally and form a single series with, the $315.0 million aggregate principal amount of PGTI’s 6.75% senior notes due 2026 which were issued on August 10, 2018 (the “Existing Notes”). The Additional Notes will have the same terms as the Existing Notes (except with respect to issue date and the date from which interest accrues).
The Additional Notes are being offered to finance, together with cash on hand, the acquisition of NewSouth Window Solutions, LLC (together with its subsidiaries, “NewSouth”), which was previously announced on December 10, 2019, and is expected to close on or around January 31, 2020 (the “NewSouth Acquisition”). If the NewSouth Acquisition does not close, PGTI intends to apply proceeds of the Additional Notes to repay amounts outstanding under its existing term loan facility.
The Additional Notes will be guaranteed, jointly and severally, by each existing and future restricted subsidiary of the Company that guarantees PGTI’s existing senior secured credit facility.
The Additional Notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The Additional Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Additional Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135c under the Act.
This press release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are statements other than historical fact, and include statements relating to the offering of Additional Notes, including the use of proceeds therefrom. These “forward-looking statements” involve risks and uncertainties which could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements generally can be identified by the use of forward- looking terminology, such as “may,” “expect,” “expectations,” “outlook,” “forecast,” “guidance,” “intend,” “believe,” “could,” “project,” “estimate,” “anticipate,” “should” and similar terminology. These risks and uncertainties include factors such as:
Statements in this press release that are forward-looking statements include, without limitation, our expectations regarding the expected NewSouth Acquisition and the expected offering of the Additional Notes, including the timing and terms thereof. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, we undertake no obligation to update these forward- looking statements to reflect subsequent events or circumstances after the date of this press release.
View source version on businesswire.com:https://www.businesswire.com/news/home/20200109005458/en/
CONTACT: PGT Innovations Contacts:
Sherri Baker, 941-480-1600
Senior Vice President and CFO
Brent Boydston, 941-480-1600
Senior Vice President, Corporate Sales and Marketing
KEYWORD: UNITED STATES NORTH AMERICA FLORIDA
INDUSTRY KEYWORD: ARCHITECTURE OTHER CONSTRUCTION & PROPERTY RESIDENTIAL BUILDING & REAL ESTATE MANUFACTURING COMMERCIAL BUILDING & REAL ESTATE CONSTRUCTION & PROPERTY OTHER MANUFACTURING
SOURCE: PGT Innovations, Inc.
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PUB: 01/09/2020 08:24 AM/DISC: 01/09/2020 08:24 AM