Item 8.01 Other Events.
On January 9, 2020, PGT Innovations, Inc., a Delaware corporation (the
"Company"), issued a press release announcing an offering of $50 million
aggregate principal amount of additional of 6.75% senior notes due 2026 (the
"Additional Notes") in an add-on offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
which the Company expects to close on or about January 24, 2020. The Additional
Notes are being issued pursuant to a base indenture, dated as of August 10,
2018, as supplemented by a first supplemental indenture with respect to the
Existing Notes (as defined below), dated as of August 13, 2018. The Additional
Notes are part of the same issuance of, and rank equally and form a single
series with, the outstanding $315.0 million aggregate principal amount of the
Company's 6.75% senior subordinated 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, including being guaranteed by all of the Company's
existing subsidiaries and future domestic restricted subsidiaries, with certain
exceptions.
The Additional Notes are being offered to finance, together with cash on hand,
the acquisition of NewSouth Window Solutions, LLC (the "NewSouth Acquisition"),
which was previously announced on December 10, 2019, and is expected to close on
or around January 31, 2020. If the NewSouth Acquisition does not close, the
Company intends to apply the proceeds of the Additional Notes to repay amounts
outstanding under its existing term loan facility.
Also on January 9, 2020 the Company issued a press release announcing the
pricing of its offering of Additional Notes. The Additional Notes will be priced
at 106.375% of their principal amount plus accrued interest from and including
August 1, 2019.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Launch Press Release of PGT Innovations, Inc. dated January 9,
2020
99.2 Pricing Press Release of PGT Innovations, Inc. dated January 9,
2020
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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