NORTH VENICE, Fla.--(BUSINESS WIRE)-- PGT Innovations, Inc. (NYSE: PGTI), a national leader in premium windows and doors, including impact-resistant products and products designed to unify indoor/outdoor living spaces, announced today that it has completed its previously announced private offering of $60 million aggregate principal amount of additional 6.75% senior notes due 2026 (the “Additional Notes”). The Additional Notes were issued at 105.500% of their principal amount, plus accrued interest from August 1, 2020. The Additional Notes are part of the same issuance of, and rank equally and form a single series with, the $365.0 million aggregate principal amount of the Company’s 6.75% senior notes due 2026 (the “Existing Notes”), $315 million aggregate principal amount of which were issued on August 10, 2018 and $50 million aggregate principal amount of which were issued on January 24, 2020. 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).
PGTI intends to use the proceeds from the sale of the Additional Notes to finance, together with cash on hand, the cash portion of the purchase price of the acquisition (the “ECO Acquisition”) by the Company of 75% of the outstanding equity interests of New Eco Windows Holding, LLC (“New Holding”), a newly formed Delaware limited liability company formed for the purposes of facilitating the ECO Acquisition, which will hold 100% of the equity interests of ECO Window Systems, LLC, ECO Glass Production Inc. and Unity Windows Inc. (collectively, “ECO”). The ECO Acquisition was previously announced on January 7, 2021 and is expected to close in the first quarter of 2021. If the ECO Acquisition does not close, PGTI intends to apply proceeds of the Additional Notes to repay amounts outstanding under its existing term loan credit facility and for general corporate purposes, including future acquisitions.
The Additional Notes are guaranteed, jointly and severally, by each existing and future domestic restricted subsidiary of the Company, other than any restricted subsidiary of the Company that does not guarantee the Company’s existing senior secured credit facilities or any permitted refinancing thereof. Upon the consummation of the ECO Acquisition, the Company intends to designate New Holding and its subsidiaries as unrestricted subsidiaries under the indenture governing the Existing Notes and New Notes and the credit agreement governing the Company’s existing senior secured credit facilities such that New Holding and its subsidiaries will not become guarantors of the Existing Notes and New Notes or guarantors of the Company’s existing senior secured credit facilities.
The Additional Notes and related guarantees were offered and sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act of 1933 (“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.
Forward-Looking Statements
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 ECO Acquisition, including the expected closing date for the ECO Acquisition and the expected use of proceeds from the sale of the Additional Notes. 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.
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PGT Innovations Contacts: Investor Relations: Sherri Baker, 941-480-1600 Senior Vice President and CFO SBaker@PGTInnovations.com
Media Relations: Brent Boydston, 941-480-1600 Senior Vice President, Corporate Sales and Marketing BBoydston@PGTInnovations.com
Source: PGT Innovations, Inc.