PGTI Announces Private Placement of Additional Senior Notes

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 indoor/outdoor living spaces, announced today that it intends to offer $60 million aggregate principal amount of additional senior notes due 2026 (the “Additional Notes”), subject to market conditions, in an offering that will be exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Additional Notes will be part of the same issuance of, and will rank equally and form a single series with, the $365.0 million aggregate principal amount of PGTI’s 6.75% senior notes due 2026, $315 million aggregate principal amount of which were issued on August 10, 2018 and $50 million aggregate principal amount of which were issued on January 24, 2020 (the “Existing Notes” and, together with the Additional Notes, the “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).

The Additional Notes are being offered to finance, together with cash on hand, the cash portion of the purchase price of the acquisition (the “ECO Acquisition”) by the Company of 75% of the outstanding equity interests of New Eco Windows Holding, LLC (“New Holding”), a newly formed Delaware limited liability company formed for the purposes of facilitating the ECO Acquisition, which will hold 100% of the equity interests of ECO Window Systems, LLC, ECO Glass Production Inc. and Unity Windows Inc. (collectively, “ECO”). The ECO Acquisition was previously announced on January 7, 2021 and is expected to close in the first quarter of 2021. If the ECO Acquisition does not close, PGTI intends to apply proceeds of the Additional Notes to repay amounts outstanding under its existing term loan credit facility and for general corporate purposes, including future acquisitions.

The Additional Notes will be guaranteed, jointly and severally, by each existing and future domestic restricted subsidiary of the Company, other than any restricted subsidiary of the Company that does not guarantee the Company’s existing senior secured credit facilities or any permitted refinancing thereof (the “Guarantors”). In this regard, upon the consummation of the ECO Acquisition, New Holding and its subsidiaries will be designated as unrestricted subsidiaries under the indenture and the credit agreement governing the Company’s existing senior secured credit facilities and will not become Guarantors of the Notes or be guarantors of the Company’s existing senior secured credit facilities.

The Additional Notes and related guarantees will be offered 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.

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 Additional 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 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:

• market conditions and our ability to consummate the expected offering of the Additional Notes on the terms or timeline currently contemplated, or at all;
• the impact of the COVID-19 pandemic and related measures taken by governmental or regulatory authorities to combat the pandemic, including the impact of the pandemic and these measures on the economies and demand for our products in the states where we sell them, and on our customers, suppliers, labor force, business, operations and financial performance;
• the ability to successfully integrate the operations of ECO or to complete the integration of NewSouth Window Solutions (“NewSouth”) 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. gene