Exhibit 99.1
NEWS RELEASE
PGTI Announces Closing of Offering of $50 Million of Additional 6.75% Senior Notes due 2026
NORTH VENICE, Fla., January 24, 2020 – PGT Innovations, Inc. (NYSE: PGTI), the leading U.S. manufacturer and supplier of impact-resistant windows and doors, announced today that it has completed its previously announced private offering of $50 million aggregate principal amount of additional 6.75% senior notes due 2026 (the “Additional Notes”). The Additional Notes were issued at 106.375% of their principal amount, plus accrued interest from August 1, 2019. The Additional Notes are part of the same issuance of, and rank equally and form a single series with, the $315.0 million aggregate principal amount of the Company’s 6.75% senior notes due 2026 which were issued August 10, 2018 (the “Existing Notes”). The Additional Notes will have the same terms as the Existing Notes (except with respect to issue date and the date from which interest accrues).
PGTI intends to use the proceeds from the sale of the Additional Notes to finance, together with cash on hand, the acquisition of NewSouth Window Solutions, LLC (“NewSouth”), which was previously announced on December 10, 2019, and is expected to close on or around January 31, 2020 (the “NewSouth Acquisition”). If the NewSouth Acquisition does not close, PGTI intends to apply proceeds of the Additional Notes to repay amounts outstanding under its existing term loan facility.
The Additional Notes are guaranteed, jointly and severally, by each existing and future restricted subsidiary of PGTI that guarantees PGTI’s existing senior secured credit facility.
The Additional Notes and related guarantees were offered and sold only to persons reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act, and to non U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The Additional 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.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are statements other than historical fact, and include statements relating to the offering of Additional Notes, including the use of proceeds therefrom. 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:
| | • | | the ability to successfully integrate the operations of NewSouth or to complete the integration of Western Window Systems into our existing operations and the diversion of management’s attention from ongoing business and regular business responsibilities to effect such integration; |
| | • | | disruption from our recent or future acquisitions or increased expenses or unanticipated liabilities making it more difficult to maintain relationships with customers or suppliers of acquired businesses; |
| | • | | adverse changes in new home starts and home repair and remodeling trends, especially in the state of Florida and the western United States, where the substantial portion of our sales are currently generated, and in the U.S. generally; |
| | • | | macroeconomic conditions in Florida, where the substantial portion of our sales of impact-resistant products are generated, and in California, Texas, Arizona, Nevada, Colorado, Oregon, Washington and Hawaii, where the substantial portion of the sales of our indoor/outdoor living products are currently generated, and in the U.S. generally; |
| | • | | our level of indebtedness, which increased in connection with the acquisition of Western Window Systems (the “WWS Acquisition”) and will increase in connection with this offering and the NewSouth Acquisition; |
| | • | | the effects of increased expenses or unanticipated liabilities incurred as a result of, or due to activities related to, the NewSouth Acquisition and/or the WWS Acquisition; |
| | • | | the risk that the anticipated cost savings, synergies, revenue enhancement strategies and other benefits expected from the NewSouth Acquisition and/or the WWS Acquisition may not be fully realized or may take longer to realize than expected or that our actual integration costs may exceed our estimates; |
| | • | | 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; |
| | • | | sales fluctuations to and changes in our relationships with key customers; |
| | • | | increases in bad debt owed to us by our customers in the event of a downturn in the home repair and remodeling or new home construction channels in our core markets and our inability to collect such debt; |
