Market Overview

PGTI Announces Pricing of $315.0 Million of 6.75% Senior Notes Due 2026


PGT Innovations, Inc. (NYSE:PGTI), the leading U.S. manufacturer and
supplier of impact-resistant windows and doors, announced today the
pricing of the previously announced private offering by PGT Escrow
Issuer, Inc. (the "Escrow Issuer"), a special purpose wholly owned
subsidiary of PGTI, of $315.0 million aggregate principal amount of
6.75% senior notes due 2026, which are being issued at 100% of their
principal amount. The offering of the notes is expected to close on
August 10, 2018, subject to customary closing conditions, at which time
the proceeds of the offering will be funded into an escrow account.

The notes are being offered to finance, together with cash on hand, the
acquisition of Western Window Systems (the "Western Window
Acquisition"), which was previously announced on July 24, 2018, and is
expected to close in the middle of August 2018. If the Western Window
Acquisition is consummated and certain other conditions are satisfied,
the proceeds from the offering will be released from escrow to fund the
Western Window Acquisition, the Escrow Issuer will merge with and into
PGTI and PGTI will become the primary obligor under the notes (the

Following the Assumption, the notes will be guaranteed, jointly and
severally, by each existing and future restricted subsidiary of PGTI
that guarantees PGTI's existing senior secured credit facility.

The notes and related guarantees are being offered only to qualified
institutional buyers under Rule 144A of the Securities Act, and in
transactions outside the United States under Regulation S of the
Securities Act. The 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
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.

Forward-Looking Statements

This press release contains "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934 (the
"Exchange Act") and the Private Securities Litigation Reform Act of
1995. 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:

  • market conditions and our ability to consummate the expected offering
    of senior unsecured notes on the terms or timeline currently
    contemplated, or at all;
  • our ability to consummate the Western Window Acquisition on the terms
    or timeline currently contemplated, or at all;
  • the ability to successfully integrate the Western Window Systems
    operations into our existing operations and the diversion of
    management's attention from ongoing business and regular business
    responsibilities to effect such integration;
  • the effects of increased expenses or unanticipated liabilities
    incurred as a result of, or due to activities related to, the Western
    Window Acquisition;
  • the risk that the anticipated cost savings, synergies, revenue
    enhancement strategies and other benefits from the Western Window
    Acquisition may not be fully realized or may take longer to realize
    than expected or that our actual integration costs may exceed our
  • disruption from the Western Window Acquisition making it more
    difficult to maintain relationships with customers or suppliers of
    Western Window Systems;
  • our level of indebtedness, which will increase in connection with the
    expected offering of senior unsecured notes;
  • adverse changes in new home starts and home repair and remodeling
    trends, especially in the state of Florida, where the substantial
    portion of our sales are currently generated and are expected to
    continue to be generated after the consummation of the Western Window
    Acquisition, and in the western United States, where the substantial
    portion of Western Window Systems' sales are generated;
  • macroeconomic conditions in Florida, where the substantial portion of
    our sales are currently generated, and in California, Texas, Arizona,
    Nevada, Colorado, Oregon, Washington and Hawaii, where the substantial
    portion of the sales of Western Window Systems are currently
    generated, and in the U.S. generally;
  • raw material prices, especially for aluminum, glass and vinyl,
    including, price increases due to the implementation of tariffs and
    other trade-related restrictions;
  • our dependence on a limited number of suppliers for certain of our key
    materials, including the suppliers of Western Window Systems following
    the consummation of the Western Window Acquisition;
  • sales fluctuations to and changes in our relationships with key
    customers, including the customers of Western Window Systems following
    the consummation of the Western Window Acquisition;
  • in addition to the Western Window Acquisition, our ability to
    successfully integrate businesses we may acquire, or that any business
    we acquire may not perform as we expected at the time we acquired it;
  • transportation costs increases, including due to increases in fuel
  • our dependence on our impact-resistant product lines and, after the
    consummation of the Western Window Acquisition, contemporary
    indoor/outdoor window and door systems, and on consumer preferences
    for those types and styles of products;
  • product liability and warranty claims brought against us;
  • federal, state and local laws and regulations, including unfavorable
    changes in local building codes and environmental and energy code
  • our dependence on our limited number of geographically concentrated
    manufacturing facilities;
  • risks associated with our information technology systems, including
    cybersecurity-related risks, such as unauthorized intrusions into our
    systems by "hackers" and theft of data and information from our
    systems, and the risks that our information technology systems, and
    those of Western Window Systems following the Western Window
    Acquisition, do not function as intended or experience temporary or
    long-term failures to perform as intended; and
  • the other risks and uncertainties discussed in our other filings with
    the SEC.

Statements in this press release that are forward-looking statements
include, without limitation, our expectations regarding the expected
Western Window Acquisition and the expected closing of the offering of
senior 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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