UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 2, 2021 (
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On February 1, 2021, PGT Innovations, Inc. (the “Company”) completed its previously announced acquisition (the “ECO Acquisition”) 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 holds 100% of the equity interests of ECO Window Systems, LLC (“ECO”), ECO Glass Production Inc. (“ECO Glass”) and Unity Windows Inc. (“Unity” and together with ECO and ECO Glass, the “Target Companies”), for $108 million in aggregate consideration, subject to certain adjustments, consisting of (i) $100 million of cash and (ii) common stock of the Company with an aggregate value of $8 million. The ECO Acquisition was completed in accordance with the terms of the Purchase Agreement, dated as of January 7, 2021 (the “Purchase Agreement”), by and among the Company, New Holding, the Target Companies, Frank Mata, an individual, Luis Arrieta, an individual, and certain other seller entities party thereto.
The cash portion of the ECO Acquisition consideration was financed with (A) the net proceeds of a recent add-on issuance of $60,000,000 in aggregate principal amount of the Company’s 6.75% senior notes due 2026 and (B) available cash. In connection with the ECO Acquisition, the Company intends to designate New Holding and its subsidiaries as unrestricted subsidiaries under the indenture governing the Company’s existing 6.75% senior notes due 2026 (the “Notes”) and the credit agreement governing the Company’s existing senior secured credit facilities such that New Holding and its subsidiaries will not become guarantors of the Notes or guarantors of the Company’s existing senior secured credit facilities.
The foregoing description of the ECO Acquisition and related matters is qualified in its entirety by reference to the Purchase Agreement, which has been previously filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 8, 2021, and is incorporated by reference herein.
| Item 8.01 | Other Events. |
On February 1, 2021, the Company issued a press release announcing the closing of the previously announced ECO Acquisition.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Closing Press Release of PGT Innovations, Inc. dated February 1, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: February 2, 2021 | By: | /s/ Sherri Baker | ||||
| Name: | Sherri Baker | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||