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 11, 2021

PGT Innovations, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (941) 480-1600

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 Instructions A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.  ☐

On January 11, 2021, PGT Innovations, Inc., a Delaware corporation (the “Company”), issued a press release announcing an offering of $60 million aggregate principal amount of additional 6.75% senior notes due 2026 (the “Additional Notes”) in an offering of additional notes that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”), which the Company expects to close on or about January 26, 2021. The Additional Notes are being issued pursuant to a base indenture, dated as of August 10, 2018, as supplemented by the first supplemental indenture, dated as of August 13, 2018, pursuant to which the Company is the successor issuer of the Existing Notes (as defined below), and as further supplemented by the second supplemental indenture, dated as of January 24, 2020, and the third supplemental indenture, dated as of February 1, 2020. The Additional Notes are part of the same issuance of, and rank equally and form a single series with, the outstanding $365.0 million aggregate principal amount of the Company’s 6.75% senior subordinated notes due 2026, $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 “Existing Notes” and, together with the Additional Notes, the “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 (the “ECO Acquisition”) 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. 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, the Company intends to apply the 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 will be 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 (the “Guarantors”). In that regard, upon the consummation of the ECO Acquisition, New Holding and its subsidiaries will be designated as unrestricted subsidiaries under the indenture and the credit agreement governing the Company’s existing senior secured credit facilities and will not become Guarantors of the Notes or be guarantors of the Company’s existing senior secured credit facilities.

Also on January 11, 2021 the Company issued a press release announcing the pricing of its offering of Additional Notes. The Additional Notes will be priced at 105.500% of their principal amount plus accrued interest from and including August 1, 2020.

A copy of the press release for the launch and the press release for the pricing, which were issued pursuant to and in accordance with Rule 135c under the Securities Act, are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Neither the press releases nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy the Additional Notes. The Additional Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and to non-U.S. persons in transactions outside the United States in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Additional Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

(d) Exhibits.

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SIGNATURE

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 hereunto duly authorized.