Exhibit 99.1
![LOGO](https://capedge.com/proxy/8-K/0001193125-18-237092/g592884image000170.jpg)
NEWS RELEASE
PGTI Announces Pricing of $315.0 Million of 6.75% Senior Notes due 2026
NORTH VENICE, Fla., August 2, 2018 – 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 “Assumption”).
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 estimates; |