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PGEM > SEC Filings for PGEM > Form 8-K on 16-Jan-2014All Recent SEC Filings

Show all filings for PLY GEM HOLDINGS INC | Request a Trial to NEW EDGAR Online Pro



Regulation FD Disclosure


On January16, 2014, Ply Gem Industries, Inc. (the "Company"), a wholly-owned subsidiary of Ply Gem Holdings, Inc. (the "Registrant"), commenced an offering of $550,000,000 aggregate principal amount of senior unsecured notes due 2022 (the "New Senior Notes"), subject to market and other conditions. The Company intends to use the net proceeds from the New Senior Notes, together with the proceeds from borrowings under a new $380 million senior secured term loan facility (the "Term Loan Facility") and cash on hand, (i) to finance the repurchase and/or redemption of the Company's outstanding $756 million principal amount of 8.25% senior secured notes due 2018 (the "Senior Secured Notes"), (ii) to finance the repurchase and/or redemption of the Company's outstanding $96 million principal amount of 9.375% senior notes due 2017 (the "Senior Notes") and (iii) to pay financing costs and other expenses in connection with the Term Loan Facility, the issuance of the New Senior Notes and the related transactions. The offering of the New Senior Notes and the closing of the Term Loan Facility are subject to successful marketing and other conditions, and there can be no assurance that the Company will close the Term Loan Facility, issue the New Senior Notes or complete the repurchase or redemption of the Senior Secured Notes or the Senior Notes as described or at all.

The New Senior Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States, only to non-U.S. investors pursuant to Regulation S. The New Senior Notes will not be initially registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement, an applicable exemption from registration requirements or in a transaction not subject to the registration requirements of the Securities Act or any state securities laws. This disclosure shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
The Registrant is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Registrant's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

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