8-K

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): January 9, 2020

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, Florida	34275
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (941) 480-1600

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 (see General Instructions A.2. below):

☐ 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	PGTI	New York Stock Exchange LLC

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.  ☐

Item 8.01 Other Events.

On January 9, 2020, PGT Innovations, Inc., a Delaware corporation (the “Company”), issued a press release announcing an offering of $50 million aggregate principal amount of additional of 6.75% senior notes due 2026 (the “Additional Notes”) in an add-on offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), which the Company expects to close on or about January 24, 2020. The Additional Notes are being issued pursuant to a base indenture, dated as of August 10, 2018, as supplemented by a first supplemental indenture with respect to the Existing Notes (as defined below), dated as of August 13, 2018. The Additional Notes are part of the same issuance of, and rank equally and form a single series with, the outstanding $315.0 million aggregate principal amount of the Company’s 6.75% senior subordinated notes due 2026, which were issued on August 10, 2018 (the “Existing Notes”). The Additional Notes will have the same terms as the Existing Notes, including being guaranteed by all of the Company’s existing subsidiaries and future domestic restricted subsidiaries, with certain exceptions.

The Additional Notes are being offered to finance, together with cash on hand, the acquisition of NewSouth Window Solutions, LLC (the “NewSouth Acquisition”), which was previously announced on December 10, 2019, and is expected to close on or around January 31, 2020. If the NewSouth Acquisition does not close, the Company intends to apply the proceeds of the Additional Notes to repay amounts outstanding under its existing term loan facility.

Also on January 9, 2020 the Company issued a press release announcing the pricing of its offering of Additional Notes. The Additional Notes will be priced at 106.375% of their principal amount plus accrued interest from and including August 1, 2019.

A copy of the press release for the launch and the press release for the pricing, which were issued pursuant to and in accordance with Rule 135c under the Securities Act, are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Neither the press releases nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy the Additional Notes. The Additional Notes and related guarantees are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and to non-U.S. persons in transactions outside the United States in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Additional Notes and the related guarantees have not been and will not be registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
	99.1	Launch Press Release of PGT Innovations, Inc. dated January 9, 2020
	99.2	Pricing Press Release of PGT Innovations, Inc. dated January 9, 2020
	104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SIGNATURE

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.
Dated: January 9, 2020		By:	/s/ Sherri Baker
		Name:	Sherri Baker
		Title:	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

PGTI Announces Private Placement of Additional Senior Notes

NORTH VENICE, Fla., January 9, 2020 – PGT Innovations, Inc. (NYSE: PGTI), the leading U.S. manufacturer and supplier of impact-resistant windows and doors, announced today that it intends to offer $50 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 $315.0 million aggregate principal amount of PGTI’s 6.75% senior notes due 2026 which were issued on 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).

The Additional Notes are being offered to finance, together with cash on hand, the acquisition of NewSouth Window Solutions, LLC (together with its subsidiaries, “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 will be guaranteed, jointly and severally, by each existing and future restricted subsidiary of the Company that guarantees PGTI’s existing senior secured credit facility.

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 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;

• in addition to the NewSouth Acquisition and the WWS Acquisition, our ability to successfully integrate businesses we may acquire in the future, or that any business we acquire may not perform as we expected at the time we acquired it;

• increases in transportation costs, including due to increases in fuel prices;

• our dependence on our impact-resistant product lines and contemporary indoor/outdoor window and door systems, and on consumer preferences for those types and styles of products;

• product liability and warranty claims brought against us;

• federal, state and local laws and regulations, including unfavorable changes in local building codes and environmental and energy code regulations;

• our dependence on our limited number of geographically concentrated manufacturing facilities;

• risks associated with our information technology systems, including cybersecurity-related risks, such as unauthorized intrusions into our systems by “hackers” and theft of data and information from our systems, and the risks that our information technology systems do not function as intended or experience temporary or long-term failures to perform as intended; and

• the other risks and uncertainties discussed in our other filings with the SEC.

Statements in this press release that are forward-looking statements include, without limitation, our expectations regarding the expected NewSouth Acquisition and the expected offering of the Additional Notes, including the timing and terms thereof. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, we undertake no obligation to update these forward- looking statements to reflect subsequent events or circumstances after the date of this press release.

PGT Innovations Contacts:

Investor Relations:

Sherri Baker, 941-480-1600

Senior Vice President and CFO

SBaker@PGTInnovations.com

Media Relations:

Brent Boydston, 941-480-1600

Senior Vice President, Corporate Sales and Marketing

BBoydston@PGTInnovations.com

EX-99.2

Exhibit 99.2

NEWS RELEASE

PGTI Announces Pricing of $50 Million of Additional 6.75% Senior Notes due 2026

NORTH VENICE, Fla., January 9, 2020 – PGT Innovations, Inc. (NYSE: PGTI), the leading U.S. manufacturer and supplier of impact-resistant windows and doors, announced today the pricing of its previously announced private offering of $50 million aggregate principal amount of additional 6.75% senior notes due 2026 (the “Additional Notes”), which are being issued at 106.375% of their principal amount, plus accrued interest from August 1, 2019. The offering of the Additional Notes is expected to close on January 24, 2020, subject to customary closing conditions. The Additional Notes are part of the same issuance of, and will 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).

The Additional Notes are being offered 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 will be 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 are being 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 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;

• in addition to the NewSouth Acquisition and the WWS Acquisition, our ability to successfully integrate businesses we may acquire in the future, or that any business we acquire may not perform as we expected at the time we acquired it;

• increases in transportation costs, including due to increases in fuel prices;

• our dependence on our impact-resistant product lines and contemporary indoor/outdoor window and door systems, and on consumer preferences for those types and styles of products;

• product liability and warranty claims brought against us;

• federal, state and local laws and regulations, including unfavorable changes in local building codes and environmental and energy code regulations;

• our dependence on our limited number of geographically concentrated manufacturing facilities;

• risks associated with our information technology systems, including cybersecurity-related risks, such as unauthorized intrusions into our systems by “hackers” and theft of data and information from our systems, and the risks that our information technology systems do not function as intended or experience temporary or long-term failures to perform as intended; and

• the other risks and uncertainties discussed in our other filings with the SEC.

Statements in this press release that are forward-looking statements include, without limitation, our expectations regarding the expected NewSouth Acquisition and the expected closing of the offering of the Additional Notes. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Except as required by law, we undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances after the date of this press release.

PGT Innovations Contacts:

Investor Relations:

Sherri Baker, 941-480-1600

Senior Vice President and CFO

SBaker@PGTInnovations.com

Media Relations:

Brent Boydston, 941-480-1600

Senior Vice President, Corporate Sales and Marketing

BBoydston@PGTInnovations.com

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XML

Document and Entity Information	Jan. 09, 2020
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001354327
Document Type	8-K
Document Period End Date	Jan. 09, 2020
Entity Registrant Name	PGT Innovations, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-37971
Entity Tax Identification Number	20-0634715
Entity Address, Address Line One	1070 Technology Drive
Entity Address, City or Town	North Venice
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34275
City Area Code	(941)
Local Phone Number	480-1600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, Par Value $0.01
Trading Symbol	PGTI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false