PGTI Announces Closing of $ 575 Million 4.375% Senior Notes Due 2029 | Business
NORTH VENICE, FL – (BUSINESS WIRE) – Sep 27, 2021–
PGT Innovations, Inc. (NYSE: PGTI) (“PGTI” or the “Company”), a national leader in premium windows and doors, including impact resistant products and products designed to unify living spaces indoor / outdoor, today announced the closing of its previously announced private offering of a total principal amount of $ 575 million of 4.375% Senior Bonds due 2029 (the “Bonds”), which have were issued at 100,000% of their principal amount, plus accrued interest from September 24, 2021. The offer was exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”).
The Notes have been offered to finance, together with any borrowing under the Company’s credit agreement, the purchase price of the acquisition (the “Anlin Acquisition”) by Western Window Holding LLC, a newly formed Delaware limited liability company and indirect wholly owned subsidiary of the Company, of all assets, properties and rights owned, used or held for use in the business, as operated by Anlin Industries, a California company (“Anlin”). The acquisition of Anlin was announced on September 2, 2021 and is expected to be completed in the fourth quarter of 2021. PGTI also intends to use the proceeds from the Notes to repay in full $ 425.0 million in total principal of the 6.75% senior notes of the company. due in 2026, plus accrued and unpaid interest thereon, to repay the entire outstanding amount of $ 54.0 million under its existing term credit facility, and to pay fees and expenses related to the offering .
The Notes are guaranteed, jointly and individually, by each existing and future restricted domestic subsidiary of the Company, except for any unrestricted subsidiary and any restricted subsidiary of the Company which does not guarantee the senior secured credit facilities. of the Company or any authorized refinancing thereof (the “Guarantors”). In this regard, Eco Enterprises, LLC and its subsidiaries are unrestricted subsidiaries under the Indenture and Credit Agreement governing the Company’s existing senior secured credit facilities and are not guarantors of any tickets.
The Securities and associated collateral have only been offered to persons reasonably considered to be qualified institutional buyers under Rule 144A of the Securities Act, and to non-US persons in transactions outside the United States under of 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 an applicable registration or exemption or in connection with a transaction. not subject to the registration requirements of the Securities Act. and other applicable securities laws.
This press release contains “forward-looking statements” within the meaning of federal securities laws. Forward-looking statements are statements other than historical fact and include statements relating to the offering of Notes, including the use of proceeds therefrom. These “forward-looking statements” involve risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements can generally be identified by the use of forward-looking terminology, such as “may”, “expect”, “expectations”, “outlook”, “forecast”, “direction”, “have the” intention “,” intend to, “” could “,” plan “,” estimate “,” anticipate “,” should “and similar terminology.
These risks and uncertainties include factors such as:
- market conditions;
- the impact of the COVID-19 pandemic (the “Pandemic”) and related measures taken by government or regulatory authorities to address the Pandemic, including the impact of the Pandemic and such measures on economies and demand our products in the states in which we sell them, as well as our customers, suppliers, workforce, business, operations and financial performance;
- the ability to successfully integrate Anlin’s operations into our existing operations and the distraction of management from day-to-day business and regular business responsibilities to effect such integration;
- unpredictable weather and macroeconomic factors that could negatively impact the repair, renovation and new construction markets and the construction industry in general, particularly in the State of Florida and the western United States, where the bulk of our sales are currently generated, and the United States generally;
- changes in the prices of raw materials, in particular 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 some of our key materials;
- our dependence on our impact resistant product lines, which has grown with our acquisition of Eco Enterprises (“Eco”), and contemporary interior / exterior window and door systems, and customer preferences. consumers for these types and styles of products;
- the effects of increased expenses or unforeseen liabilities incurred as a result of, or as a result of activities related to, the acquisition of Anlin and our acquisitions of NewSouth Window Solutions (“NewSouth”) and Eco;
- our level of debt;
- the increase in bad debts owed to us by our customers due to downturns in home repair and renovation or new home construction channels in our core markets and our inability to collect these debts;
- the risks that the cost savings, synergies, revenue improvement strategies and other expected benefits of the Anlin acquisition and our NewSouth and Eco acquisitions will not be fully realized or may take longer to time than expected or our actual integration costs may exceed our estimates;
- increases in transportation costs, including increases in fuel prices;
- our reliance on our limited number of geographically concentrated manufacturing facilities, which further increased as a result of our acquisition of Eco;
- fluctuations in sales and changes in our relationships with key customers;
- federal, state and local laws and regulations, including adverse changes in local building codes and environmental and energy code regulations;
- the risks associated with our computer systems, including cybersecurity risks, such as unauthorized intrusion into our systems by “hackers” and the theft of data and information from our systems, and the risks that our systems Computers do not perform as expected or experience temporary or long-term failures to perform as expected;
- product liability and warranty claims made against us;
- in addition to our acquisition of New South, Eco and Anlin, our ability to successfully integrate businesses that we may acquire in the future, or that any businesses that we acquire may not perform as we anticipated at the time. we have acquired it; and
- 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 Anlin acquisition, including the timing and conditions thereof. 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 do not undertake to update these forward-looking statements to reflect events or circumstances subsequent to the date of this press release.
See the source version on businesswire.com: https://www.businesswire.com/news/home/20210927005783/en/
CONTACT: PGT Innovations Contacts:
Brad West, 941-480-1600
Interim Chief Financial Officer and Senior Vice-President, Corporate Development and Treasurer
[email protected] Media Relations:
Stephanie Cz, 941-480-1600
Corporate Communication and PR Manager
KEYWORD: UNITED STATES NORTH AMERICA FLORIDA
INDUSTRY KEYWORD: MANUFACTURING OF CONSTRUCTION SYSTEMS OTHER MANUFACTURING OTHER CONSTRUCTION AND PROPERTY CONSTRUCTION AND PROPERTY
SOURCE: PGT Innovations, Inc.
Copyright Business Wire 2021.
PUB: 09/27/2021 4:30 p.m. / DISC: 09/27/2021 4:32 p.m.
Copyright Business Wire 2021.