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PGTI > SEC Filings for PGTI > Form 8-K on 23-May-2013All Recent SEC Filings

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Form 8-K for PGT, INC.


23-May-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

On May 21, 2013, PGT, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Raymond James & Associates, Inc., RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc. (collectively, the "Underwriters") and JLL Partners Fund IV, L.P. (the "Selling Stockholder"), pursuant to which the Selling Stockholder agreed to sell 11,000,000 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company to the Underwriters (the "Offering"). The Selling Stockholder has granted the Underwriters the option to purchase up to 1,650,000 additional shares. The Company is not selling any shares in the Offering and will not receive any proceeds from the Offering.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the shares of Common Stock by the Selling Stockholder to the Underwriters, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The Offering is being made pursuant to a prospectus supplement, dated May 16, 2013, to a prospectus, dated May 10, 2013, included in the Company's registration statement on Form S-3 (File No. 333-187481), which was filed with the SEC on March 22, 2013. The Offering is expected to close on May 28, 2013.

The foregoing description of the material terms of the Underwriting Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed with this report:

Exhibit
  No.                                     Description

1.1          Underwriting Agreement, dated May 21, 2013 among PGT, Inc., JLL
             Partners Fund IV, L.P., Credit Suisse Securities (USA) LLC, Deutsche
             Bank Securities Inc., Raymond James & Associates, Inc., RBC Capital
             Markets, LLC and SunTrust Robinson Humphrey, Inc.


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