MITER Brands Completes Acquisition of PGT Innovations, Inc.
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The acquisition of PGT Innovations, Inc. by MITER Brands represents a significant consolidation within the building products industry. This move may signal a strategic shift for MITER Brands, aiming to leverage PGTI's strong market presence in impact-resistant windows and doors. From a market perspective, the transaction might result in operational synergies, cost savings and an expanded product portfolio which can potentially enhance competitiveness and market share.
Furthermore, the cash transaction at $42.00 per share provides immediate liquidity to PGTI's stockholders, which could be seen as a positive outcome in the short term. However, the long-term implications for these stockholders depend on the reinvestment opportunities available in the market. The cessation of trading on the NYSE removes PGTI from the pool of publicly traded investment options, potentially impacting the stock market by reducing the diversity of investment opportunities in this sector.
The involvement of Koch Equity Development LLC, with its substantial equity investment, underscores the financial robustness backing the acquisition. This could reassure stakeholders regarding the stability and future growth prospects of the combined entity. The financing structure, including committed debt financing from reputable financial advisors, suggests a calculated approach to leveraging while maintaining fiscal responsibility.
It is important to analyze the transaction's valuation multiples and compare them with industry norms to assess the fairness of the deal. A premium on PGTI's stock price might reflect confidence in PGTI's future earnings potential or strategic value to MITER Brands. However, stakeholders should be cautious about the increased leverage that could result from the debt financing, which may impact the new entity's financial flexibility.
From a legal standpoint, the acquisition process appears to have adhered to regulatory requirements, obtaining stockholder approval and engaging multiple legal counsels to ensure due diligence. The role of legal advisors in such transactions is to navigate the complexities of mergers and acquisitions, including antitrust considerations, regulatory compliance and contractual obligations. The presence of multiple high-profile legal firms may indicate the sophistication and potential complexity of the deal.
It is also noteworthy that the acquisition was completed within a relatively short timeframe from the announcement to stockholder approval, suggesting an efficient legal process. This efficiency could minimize disruption to the business operations and help in a smoother transition post-acquisition.
With the completion of the acquisition, PGTI's common stock has ceased trading and will no longer be listed on the NYSE. The transaction was financed in part by an equity investment from an affiliate of Koch Equity Development LLC (“KED”), the principal investment and acquisition arm of Koch Industries, Inc. (“KII”), that is a current investor in MITER Brands.
Advisors
KeyBanc Capital Markets Inc. and RBC Capital Markets acted as financial advisors and provided committed debt financing to MITER Brands. Stinson LLP acted as legal counsel and Simpson Thacher & Bartlett LLP acted as debt financing counsel to MITER Brands. Evercore served as exclusive financial advisor to PGTI, and Davis Polk & Wardwell LLP served as legal counsel to PGTI. Rothschild & Co US Inc. served as financial advisor to Koch Equity Development LLC, Jones Day served as its legal counsel, and Gibson, Dunn & Crutcher LLP served as its tax counsel.
About PGTI
PGTI manufactures and supplies premium windows, doors, and garage doors. Its highly engineered and technically advanced products can withstand some of the toughest weather conditions on Earth and are revolutionizing the way people live by unifying indoor and outdoor living spaces. PGTI creates value through deep customer relationships, understanding the unstated needs of the markets it serves, and a drive to develop category-defining products. The PGTI family of brands include CGI®, PGT® Custom Windows and Doors, WinDoor®, Western Window Systems, Anlin Windows & Doors, Eze-Breeze®, Eco Window Systems, NewSouth Window Solutions, and Martin Door. The Company’s brands, in their respective markets, are a preferred choice of architects, builders, and homeowners throughout
About MITER Brands
Founded in 1947, MITER Brands is a residential window and door manufacturer that produces a portfolio of window and door brands for the new construction and replacement segments with an owner-operated, family-first approach. MITER Brands is the combination of two fast-growing regional product brands: MI Windows and Doors and Milgard Windows and Doors, and is a nationwide supplier of precision-built and energy-efficient products with more than 10 manufacturing facilities throughout
About KED
KED is the principal investment and acquisition arm of KII, one of the largest privately held businesses in America. Since 2012, KED has deployed more than
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For MITER Brands:
Ira Gorsky / Patrick Ryan
miterbrands@edelmansmithfield.com
732.740.5872
For PGTI:
Investors:
Craig Henderson
Chief Financial Officer
CHenderson@PGTInnovations.com
941.480.1600
FGS Global
PGTI@fgsglobal.com
212.687.8080
Source: PGT Innovations, Inc.
FAQ
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