Item 1.01 Entry into a Material Definitive Agreement
On
The Additional Notes were issued at 106.375% of par plus accrued interest from
The Additional Notes are part of the same issuance of, and rank equally and form
a single series with, the
The Notes bear interest at a rate of 6.75% per annum. Interest on the Notes is
payable semi-annually in arrears on
The Notes are jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by each of the Company's existing and future restricted subsidiaries, 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 terms of the Notes are governed by the Original Indenture. The Original Indenture contains covenants limiting the ability of the Company and any guarantors to, among other things, (i) incur additional indebtedness; (ii) pay dividends on or make distributions in respect of capital stock or make certain other restricted payments or investments; (iii) enter into agreements that restrict distributions from restricted subsidiaries; (iv) sell or otherwise dispose of assets; (v) enter into transactions with affiliates; (vi) create or incur liens; merge, consolidate or sell all or substantially all of the Company's assets; (vii) place restrictions on the ability of subsidiaries to pay dividends or make other payments to the Company; and (viii) designate the Company's subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications. Upon the occurrence of a "change of control," as defined in the Original Indenture, the Company is required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase.
The Company may redeem some or all of the Notes at the redemption prices and on the terms specified in the Original Indenture.
The Original Indenture contains customary events of default, including, among other things, (i) failure to make required payments; (ii) failure to comply with certain agreements or covenants; (iii) failure to pay certain other indebtedness; (iv) certain events of bankruptcy and insolvency; and (v) failure to pay certain judgments. An event of default under the Original Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding series of Notes, as applicable, issued under the Original Indenture or the Second Supplemental Indenture to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the applicable series of Notes.
A copy of the Second Supplemental Indenture is attached to this Report as
Exhibit 4.1 and is incorporated by reference herein. The Original Indenture, the
form of the Notes and the First Supplemental Indenture have previously been
filed with the
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is hereby incorporated by reference.
Item 8.01 Other Events.
On
A copy of the press release, which was issued pursuant to and in accordance with Rule 135c under the Securities Act, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 4.1 Second Supplemental Indenture, dated as ofJanuary 24, 2020 , by and between the Company, the guarantors party thereto andU.S. Bank National Association 99.1 Closing Press Release ofPGT Innovations, Inc. datedJanuary 24, 2020 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) -2-
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