MITER Brands completed the acquisition of PGT Innovations, Inc. from Cooke & Bieler, L.P., MIWD Holding Company LLC and Others on March 28, 2024.
March 27, 2024
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MITER Brands made a proposal to acquire PGT Innovations, Inc. (NYSE:PGTI) from Cooke & Bieler, L.P., MIWD Holding Company LLC and Others for $2.5 billion on January 2, 2024. Miter Brands entered into a definitive merger agreement to acquire PGT Innovations, Inc. from Cooke & Bieler, L.P., MIWD Holding Company LLC and Others for $2.5 billion on January 16, 2024. As part of proposal, MITER Brands will acquire all outstanding shares of PGT Innovations? common stock for $41.50 per share in cash. As part of the merger agreement, MITER to acquire all outstanding shares of PGTI at a price of $42 per share in cash, or an enterprise value of approximately $3.1 billion. MITER Brands intends to fund the merger consideration with proceeds from new debt and equity financing together with cash on hand. Concurrently with the entry into the merger agreement, Miter Brands entered into a debt commitment letter, pursuant to which certain financial institutions (the ? Lenders ?) have committed to provide up to (a) $1,800,000,000 aggregate principal amount under a senior secured term loan facility and (b) $325,000,000 aggregate principal amount under a senior secured asset-based revolving credit facility and (ii) an equity commitment letter, pursuant to which Koch Equity Development LLC, a current investor in MITER Brands has committed to purchase up to $979,000,000 of equity interests in Miter Brands. 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. Consistent with the terms of the Masonite merger agreement, PGT Innovations? Board of Directors, in consultation with its independent financial and legal advisors, will carefully review Miter Brands? proposal to determine if it is reasonably likely to lead to a superior proposal. PGT Innovations? shareholders are advised to take no action at this time. The merger agreement contains certain customary termination rights for each of Miter Brands and PGTI. Upon termination of the merger agreement, PGTI will be obligated to pay Miter Brands a termination fee of $86 million. Miter Brands will be obligated to pay PGTI a termination fee of $184 million if the merger Agreement is terminated by PGTI in certain circumstances relating to Miter Brands?s breach of the merger agreement or failure to consummate the merger when it is required to do so. In addition, Miter Brands will be obligated to pay PGTI a termination fee of $221 million in certain circumstances where regulatory approval for the merger is not obtained. If the merger agreement is terminated in circumstances where both the termination fee would be payable, then only the regulatory termination fee will be payable.
As of January 8, 2024, Board of Directors of unanimously determined that unsolicited proposal from Miter Brands is not superior to PGTI?s definitive agreement to be acquired by Masonite International Corporation. Miter?s proposal would reasonably be expected to lead to a superior proposal if Miter is able to improve several aspects of its proposed transaction. Miter?s proposal presents additional closing risks as compared to the pending transaction with Masonite that renders the small incremental transaction consideration insufficient to compensate PGTI stockholders for such risk. PGTI Board had determined that a revised proposal from MITER Brands submitted on January 12, 2024 was a ?superior proposal and accordingly terminated the merger agreement with Masonite on January 16, 2024. The transaction is subject to PGTI shareholder approval, the expiration or early termination of the waiting period under the HSR Act, regulatory approval and customary closing conditions. The transaction is not subject to a financing condition. The merger agreement has been unanimously approved by the boards of directors of both companies. The PGTI Board resolved to recommend that PGTI?s stockholders adopt the merger agreement. PGT Innovations shareholders will hold a special meeting on March 18, 2024 to approve the transaction. The 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired at 11:59 p.m. on February 22, 2024. As of February 26, 2024, Miter Brands has obtained an anti-trust clearance for the acquisition. As of March 18, 2024, On march 18, 2024, the transaction was approved at the special meeting of PGTI stockholders. As of March 18, 2024, the transaction is expected to close later in the month of March 2024. As of March 26, 2024, the transaction expected to be completed on or about March 28, 2024 pending final conditions.
Evercore Group L.L.C. is acting as exclusive financial advisor to PGTI and also rendered fairness opinion, and John D. Amorosi, Evan Rosen, Shane Tintle, Kyoko Takahashi Lin, Arthur J. Burke, and Robert F. Smith of Davis Polk & Wardwell LLP are acting as legal counsel to PGTI. PGTI has agreed to pay Evercore a fee of approximately $46 million, $0.5 million of which was paid upon delivery of Evercore?s opinion, $5 million of which was paid upon delivery by Evercore of an opinion in connection with the proposed acquisition of PGTI by Masonite. Pat Curry, Jeff Johnston and J.R. Doolos of KeyBanc Capital Markets Inc. and RBC Capital Markets acted as financial advisors to MITER Brands and are providing committed debt financing, and Jack Bowling and Patrick Respeliers of Stinson LLP are acting as its legal counsel to MITER Brands. Rothschild & Co US Inc. is acting as financial advisor and Dan Michaels of Jones Day is acting as its legal counsel to Koch Equity Development LLC. MacKenzie Partners, Inc. is the proxy solicitation agent for PGTI and will be paid a solicitation fee of approximately $30,000. Equiniti Trust Company, LLC is the transfer agent of PGTI.
MITER Brands completed the acquisition of PGT Innovations, Inc. (NYSE:PGTI) from Cooke & Bieler, L.P., MIWD Holding Company LLC and Others on March 28, 2024. In connection with the consummation of the Merger, Matt DeSoto became the sole Director, President and Chief Executive Officer of PGT Innovations and Joe Person became the Treasurer.
PGT Innovations, Inc. manufactures and supplies premium windows, doors, garage doors, and fully customizable overhead garage doors. The Company manufactures diverse lines of products, intended to appeal to different segments of the market, at different price-points, including high-end, luxury, premium and mass-custom fully customizable aluminum and vinyl windows and doors and porch enclosure products, targeting both the residential repair and remodeling and new construction end markets. The Company's geographic segments include the Southeast segment and the Western segment. It offers a complete line of fully customizable, non-impact-resistant aluminum frame windows and doors. Its PGT 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 also markets a line of window and door products designed to unify indoor/outdoor living spaces.