Represents 60% Premium to PGTI’s Unaffected
Share Price
MITER’s $42.00 Per Share All-Cash Proposal
Declared a “Superior Proposal” by PGT Innovations’ Board
MITER Brands™ (“MITER”), a nationwide manufacturer of
precision-built windows and doors, and PGT Innovations Inc. (NYSE:
PGTI) (“PGTI”), a manufacturer of premium windows and doors, today
announced they have entered into a definitive merger agreement for
MITER to acquire all outstanding shares of PGTI at a price of
$42.00 per share in cash, or an enterprise value of approximately
$3.1 billion. The purchase price represents a premium of 60% over
PGTI’s unaffected closing share price on October 9, 2023, the last
trading day prior to the public disclosure of a proposal for the
acquisition of PGTI. The merger agreement has been unanimously
approved by the boards of directors of both companies. The
transaction will be financed in part by an equity investment from
Koch Equity Development LLC, the principal investment and
acquisition arm of Koch Industries, Inc., and a current investor in
MITER.
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PGTI also announced that it has terminated its merger agreement
with Masonite International Corp. (“Masonite”) dated December 17,
2023.
Executive Commentary
Matt DeSoto, President and CEO of MITER Brands, said, “MITER and
PGTI are fully aligned in providing world-class service and the
finest products with a culture where people, performance, and
customer experiences come first. Our product mix and geographic
presence are highly complementary, and we look forward to
delivering enhanced value to our team members, customers, suppliers
and local communities. The combined company will continue its
long-held commitment to innovation, service, and high-quality
window and door products as we accelerate our growth trajectory. We
are excited to welcome the PGTI team into our owner-operated
business with family-first values.”
Jeffrey T. Jackson, PGTI President and Chief Executive Officer,
said, “We are thrilled to have reached an agreement with MITER that
maximizes value for PGTI shareholders. Since PGTI’s founding over
40 years ago, we have delivered profitable growth and created
significant shareholder value by serving our customers with the
high-quality window and door solutions they need. In MITER, we have
found a strong partner that shares our commitment to safety,
quality, and innovation. We are excited to join forces with the
MITER team.”
"Koch Equity Development is excited to support the DeSoto family
along with the entire MITER Brands team in building the most valued
window and door brand in America with our third equity investment
since 2019," said Richard Hunt, Managing Director at Koch Equity
Development. "We are confident that MITER’s acquisition of PGTI
will result in long-term value creation for all of MITER’s
stakeholders and constituencies."
Timing and Approvals
MITER and PGTI entered into their agreement after the PGTI Board
unanimously determined that MITER’s proposal constituted a
“Superior Proposal” as defined in PGTI’s merger agreement with
Masonite, dated December 17, 2023. PGTI notified Masonite of its
determination and Masonite waived its right to improve the terms of
its offer. In accordance with PGTI’s merger agreement with
Masonite, concurrent with the signing of PGTI’s definitive merger
agreement with MITER, PGTI terminated its merger agreement with
Masonite and MITER, on behalf of PGTI, paid the termination fee of
$84 million due to Masonite.
MITER’s transaction with PGTI is expected to close by mid-year
2024, subject to PGTI shareholder approval, regulatory approval and
customary closing conditions. MITER has obtained commitment letters
for the financing necessary to complete the transaction, which is
not subject to a financing condition. Upon completion of the
transaction, PGTI will become a privately held subsidiary of MITER
and its common stock will no longer be traded on the NYSE.
For further information regarding the terms and conditions
contained in the definitive transaction agreement, please see
PGTI’s current report on Form 8-K, which will be filed with the
U.S. Securities and Exchange Commission in connection with the
transaction.
Advisors
KeyBanc Capital Markets Inc. and RBC Capital Markets are acting
as financial advisors to MITER Brands and are providing committed
debt financing, and Stinson LLP is acting as its legal counsel.
Evercore is acting as exclusive financial advisor to PGTI, and
Davis Polk & Wardwell LLP is acting as legal counsel to PGTI.
Rothschild & Co US Inc. is acting as financial advisor to Koch
Equity Development LLC and Jones Day is acting as its legal
counsel.
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 the United States.
MITER Brands instills confidence and drives quality customer
experiences through optimized manufacturing, valued relationships,
and dedicated team members coast to coast. For more information,
visit www.miterbrands.com.
About PGT Innovations
PGT Innovations 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. PGT Innovations creates
value through deep customer relationships, understanding the
unstated needs of the markets it serves, and a drive to develop
category-defining products. The PGT Innovations 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 North America and
the Caribbean. Their high-quality products are available in custom
and standard sizes with massive dimensions that allow for unlimited
design possibilities in residential, multi-family, and commercial
projects. For additional information, visit
http://www.pgtinnovations.com.
About Koch Equity Development LLC
Koch Equity Development (“KED”) is the principal investment and
acquisition arm of Koch Industries, Inc. (“KII”), one of the largest privately held
businesses in America. Since 2012, KED has deployed more than $35
billion in equity investments and acquisitions. With more than $125
billion of revenue, KII is a U.S.-based business with 120,000
global employees operating in more than 60 countries.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the United States Private Securities Litigation Reform Act of 1995.
You can identify these statements and other forward-looking
statements in this document by words such as “may,” “will,”
“should,” “can,” “could,” “anticipate,” “estimate,” “expect,”
“predict,” “project,” “future,” “potential,” “intend,” “plan,”
“assume,” “believe,” “forecast,” “look,” “build,” “focus,”
“create,” “work,” “continue,” “target,” “poised,” “advance,”
“drive,” “aim,” “forecast,” “approach,” “seek,” “schedule,”
“position,” “pursue,” “progress,” “budget,” “outlook,” “trend,”
“guidance,” “commit,” “on track,” “objective,” “goal,” “strategy,”
“opportunity,” “ambitions,” “aspire” and similar expressions, and
variations or negative of such terms or other variations thereof.
Words and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify
forward-looking statements.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such statements regarding the
transactions contemplated by the Agreement and Plan of Merger,
dated as of January 16, 2024, among PGTI, MIWD Holding Company LLC
and RMR MergeCo, Inc. (the “Transaction”), including the expected time period
to consummate the Transaction. All such forward-looking statements
are based upon current plans, estimates, expectations and ambitions
that are subject to risks, uncertainties and assumptions, many of
which are beyond the control of PGTI, that could cause actual
results to differ materially from those expressed in such
forward-looking statements. Key factors that could cause actual
results to differ materially include, but are not limited to, the
expected timing and likelihood of completion of the Transaction,
including the timing, receipt and terms and conditions of any
required governmental and regulatory approvals of the Transaction;
the occurrence of any event, change or other circumstances that
could give rise to the termination of the definitive agreement; the
possibility that PGTI’s stockholders may not approve the
Transaction; the risk that the parties may not be able to satisfy
the conditions to the Transaction in a timely manner or at all;
risks related to disruption of management time from ongoing
business operations due to the Transaction; the risk that any
announcements relating to the Transaction could have adverse
effects on the market price of PGTI’s common stock; the risk that
the Transaction and its announcement could have an adverse effect
on the parties’ business relationships and business generally,
including the ability of PGTI to retain customers and retain and
hire key personnel and maintain relationships with their suppliers
and customers, and on their operating results and businesses
generally; the risk of unforeseen or unknown liabilities; customer,
shareholder, regulatory and other stakeholder approvals and
support; the risk of potential litigation relating to the
Transaction that could be instituted against PGTI or its directors
and/or officers; the risk associated with third party contracts
containing material consent, anti-assignment, transfer or other
provisions that may be related to the Transaction which are not
waived or otherwise satisfactorily resolved; the risk of rating
agency actions and PGTI’s ability to access short- and long-term
debt markets on a timely and affordable basis; the risk of various
events that could disrupt operations, including severe weather,
such as droughts, floods, avalanches and earthquakes, cybersecurity
attacks, security threats and governmental response to them, and
technological changes; the risks of labor disputes, changes in
labor costs and labor difficulties; and the risks resulting from
other effects of industry, market, economic, legal or legislative,
political or regulatory conditions outside of PGTI’s control. All
such factors are difficult to predict and are beyond our control,
including those detailed in PGTI’s annual reports on Form 10-K,
quarterly reports on Form 10-Q and Current Reports on Form 8-K that
are available on PGTI’s website at https://pgtinnovations.com and
on the website of the Securities Exchange Commission (“SEC”) at http://www.sec.gov. PGTI’s
forward-looking statements are based on assumptions that PGTI’s
believes to be reasonable but that may not prove to be accurate.
Other unpredictable or factors not discussed in this communication
could also have material adverse effects on forward-looking
statements. PGTI does not assume an obligation to update any
forward-looking statements, except as required by applicable law.
These forward-looking statements speak only as of the date
hereof.
Additional Information and Where to Find It
In connection with the Transaction, PGTI will file with the SEC
a proxy statement on Schedule 14A. The definitive proxy statement
will be sent to the stockholders of PGTI seeking their approval of
the Transaction and other related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
STATEMENT ON SCHEDULE 14A WHEN IT BECOMES AVAILABLE, AS WELL AS ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING PGTI, THE
TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these
documents, including the proxy statement, and other documents filed
with the SEC by PGTI through the website maintained by the SEC at
http://www.sec.gov. Copies of documents filed with the SEC by PGTI
will be made available free of charge by accessing PGTI’s website
at https://pgtinnovations.com or by contacting PGTI by submitting a
message at https://ir.pgtinnovations.com/investor-contact or by
mail at 1070 Technology Drive, North Venice, FL 34275.
Participants in the Solicitation
PGTI, its directors, executive officers and other persons
related to PGTI may be deemed to be participants in the
solicitation of proxies from PGTI’s stockholders in connection with
the Transaction. Information about the directors and executive
officers of PGTI and their ownership of PGTI common stock is also
set forth in PGTI’s definitive proxy statement in connection with
its 2023 Annual Meeting of Stockholders, as filed with the SEC on
April 10, 2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000119312523126009/d442491ddef14a.htm),
PGTI’s Current Report on Form 8-K filed with the SEC on July 3,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095010323009816/dp196528_8k.htm),
PGTI’s Current Report on Form 8-K filed with the SEC on August 8,
2023 (and is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095010323011731/dp198129_8k.htm),
PGTI’s Current Report on Form 8-K filed with the SEC on November 6,
2023 (and is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095010323016034/dp202537_8k.htm),
and PGTI’s Current Report on Form 8-K filed with the SEC on January
2, 2024 (and is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095010324000038/dp204648_8k.htm).
Information about the directors and executive officers of PGTI,
their ownership of PGTI common stock, and PGTI’s transactions with
related persons is set forth in the sections entitled “Directors,
Executive Officers and Corporate Governance,” “Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters,” and “Certain Relationships and Related Transactions, and
Director Independence” included in PGTI’s annual report on Form
10-K for the fiscal year ended December 31, 2022, which was filed
with the SEC on February 27, 2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000095017023004543/pgti-20221231.htm),
and in the sections entitled “Board Highlights” and “Security
Ownership of Certain Beneficial Owners and Management” included in
PGTI’s definitive proxy statement in connection with its 2023
Annual Meeting of Stockholders, as filed with the SEC on April 28,
2023 (and which is available at
https://www.sec.gov/Archives/edgar/data/1354327/000119312523126009/d442491ddef14a.htm).
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be included in
the proxy statement and other relevant materials to be filed with
the SEC in connection with the proposed transaction when they
become available. Free copies of these documents may be obtained as
described in the preceding paragraph.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or the solicitation
of any vote of approval, nor shall there be any sale of securities
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. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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For MITER Brands:
Ira Gorsky / Patrick Ryan miterbrands@edelmansmithfield.com
917.275.7327
For PGT Innovations:
Investors: Craig Henderson Chief Financial Officer
CHenderson@PGTInnovations.com 941.480.1600
Media: Stephanie Cz Corporate Communications and PR
Manager SCz@PGTInnovations.com 941.480.1600
FGS Global PGTI@fgsglobal.com 212.687.8080
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