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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 23, 2024 (February 22, 2024)
PGT Innovations, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
001-37971 |
20-0634715 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
1070 Technology Drive, North Venice, FL |
|
34275 |
(Address of principal executive offices) |
|
(Zip Code) |
(941) 480-1600 |
(Registrant’s telephone number, including area code) |
|
Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, par value $0.01 per share |
|
PGTI |
|
The New York Stock Exchange, Inc. |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
As previously reported, PGT Innovations, Inc.,
a Delaware corporation (“PGTI”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with MIWD Holding Company LLC, a Delaware limited liability company (“MITER”), and RMR MergeCo, Inc., a Delaware corporation
and an indirect wholly-owned subsidiary of MITER (“Merger Sub”), pursuant to which Merger Sub will merge with and into
PGTI (the “Merger”), with PGTI surviving as a wholly owned indirect subsidiary
of MITER.
The 30-day waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the Merger expired at 11:59 p.m.
on February 22, 2024. The expiration of the HSR Act waiting period satisfies one of the conditions to the closing of the Merger.
The special meeting of PGTI’s stockholder
to approve the Merger (the “Special Meeting”) is scheduled for Monday, March 18, 2024, at 10:30 a.m. Eastern Time.
PGTI stockholders of record as of the close of business on February 7, 2024, will be eligible to vote at the Special Meeting. Subject
to the satisfaction of the remaining conditions to closing to the Merger under the Merger Agreement, if the stockholders vote to approve
the Merger at the Special Meeting, it is likely that the Merger would close within a matter of weeks after the Special Meeting.
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 Merger Agreement (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, stockholder, 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, on February
14, 2024, PGTI filed with the SEC a definitive proxy statement on Schedule 14A (the “Proxy Statement”) relating to a special
meeting of its stockholders. This communication is not a substitute for the Proxy Statement or any other document that PGTI may file with
the SEC and send to its stockholders in connection with the proposed Transaction. The proposed Transaction will be submitted to PGTI’s
stockholders for their consideration. Before making any voting decision, PGTI’s stockholders are urged to read all relevant documents
filed or to be filed with the SEC, including the Proxy Statement, as well as any amendments or supplements to those documents, when they
become available, because they will contain important information about PGTI and the proposed Transaction.
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.
* * *
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
PGT INNOVATIONS,
INC. |
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|
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|
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By: |
/s/
Ryan S. Quinn |
|
|
Name: |
Ryan
S. Quinn |
|
|
Title: |
General
Counsel and Corporate Secretary |
|
|
|
|
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Date:
February 23, 2024 |
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