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PGEM > SEC Filings for PGEM > Form 8-K on 30-Jan-2014All Recent SEC Filings

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Form 8-K for PLY GEM HOLDINGS INC


30-Jan-2014

Entry into a Material Definitive Agreement, Termination of a Material Defini


Item 1.01 Entry Into a Material Definitive Agreement.

6.50% Senior Notes due 2022

General. On January 30, 2014, Ply Gem Industries, Inc. ("Ply Gem Industries"), a wholly-owned subsidiary of Ply Gem Holdings, Inc. (the "Company"), completed its previously announced offering (the "Offering") of $500.0 million aggregate principal amount of 6.50% Senior Notes due 2022 (the "New Senior Notes").

In connection with the issuance of the New Senior Notes, Ply Gem Industries, the Company and each of the direct and indirect wholly-owned domestic subsidiaries of Ply Gem Industries (collectively with the Company, the "Guarantors") entered into (i) an indenture, dated as of January 30, 2014 (the "Indenture"), among Ply Gem Industries, the Guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee"), and (ii) a registration rights agreement, dated as of January 30, 2014 (the "Registration Rights Agreement"), among Ply Gem Industries, the Guarantors and Credit Suisse Securities (USA) LLC, as representative of the initial purchasers named therein (the "Initial Purchasers").

Maturity Date and Interest Rate. The New Senior Notes will mature on February 1, 2022. Interest on the New Senior Notes will accrue at 6.50% per annum and will be payable on February 1 and August 1 of each year, commencing on August 1, 2014.

Guarantees. The New Senior Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors. Ply Gem Industries' Canadian subsidiaries, Ply Gem Canada, Inc., Gienow Canada Inc. and Mitten Inc., are not, and future foreign subsidiaries will not be, guarantors of the New Senior Notes.

Optional Redemption. Prior to February 1, 2017, Ply Gem Industries may redeem up to 40% of the aggregate principal amount of the New Senior Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 106.50% of the aggregate principal amount of the New Senior Notes to be redeemed, plus accrued and unpaid interest, if any, provided that at least 50% of the aggregate principal amount of the New Senior Notes remains outstanding after the redemption. Prior to February 1, 2017, Ply Gem Industries may redeem the New Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus a "make-whole" premium plus accrued and unpaid interest, if any. At any time on or after February 1, 2017, Ply Gem Industries may redeem the New Senior Notes, in whole or in part, at the redemption prices set forth below, plus accrued and unpaid interest thereon, if any, to the date of redemption, if redeemed during the 12-month period beginning February 1 of the years indicated:

                                               Optional
                     Year                  Redemption Price
                     2017                            104.875 %
                     2018                            103.250 %
                     2019                            101.625 %
                     2020 and thereafter             100.000 %

Change of Control. Upon the occurrence of specified change of control events, Ply Gem Industries may be required to offer to purchase the New Senior Notes at a purchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any.

Following any such offer to purchase, under certain circumstances, prior to February 1, 2017, Ply Gem Industries may redeem all, but not less than all, of the New Senior Notes not tendered in such offer at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any.

Certain Covenants. The Indenture includes certain customary covenants that, subject to significant exceptions, limit the ability of Ply Gem Industries and its subsidiaries to, among other things, incur debt, pay dividends, make loans or investments, sell assets, incur certain liens, enter into transactions with affiliates and consolidate, merge or sell all or substantially all of their assets. These covenants generally do not restrict the Company or any of its subsidiaries that are not Ply Gem Industries' subsidiaries. The Indenture also contains certain customary events of default.

The foregoing description is qualified in its entirety by reference to the Indenture, which is attached hereto as Exhibit 4.1 and incorporated by reference herein.

Exchange Offer; Registration Rights. Under the Registration Rights Agreement, Ply Gem Industries and the Guarantors agreed to:

file an exchange offer registration statement within 240 days after January 30, 2014 enabling holders to exchange the New Senior Notes for registered new senior notes with terms substantially identical to the terms of the New Senior Notes;



use commercially reasonable efforts to cause the registration statement to become effective under the Securities Act of 1933, as amended, within 300 days after January 30, 2014;

complete the exchange offer within 340 days after January 30, 2014; and

use commercially reasonable efforts to file a shelf registration statement for the resale of the New Senior Notes if they cannot complete an exchange offer within the time periods listed above and in certain other circumstances.

Ply Gem Industries will be required to pay additional interest on the New Senior Notes if it fails to comply with certain of its obligations under the . . .



Item 1.02 Termination of a Definitive Material Agreement.

On January 30, 2014, Ply Gem Industries irrevocably deposited with Wells Fargo Bank, National Association, as trustee for Ply Gem Industries' 8.25% Senior Secured Notes due 2018 (the "Senior Secured Notes"), an amount sufficient to satisfy and to discharge its obligations under the Senior Secured Notes and the Indenture, dated as of February 11, 2011 (as amended and supplemented the "Senior Secured Notes Indenture"), among Ply Gem Industries, as issuer, the guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral agent, governing the Senior Secured Notes. On January 30, 2014, Ply Gem Industries issued a notice of redemption pursuant to the Senior Secured Notes Indenture to redeem all of its outstanding Senior Secured Notes on March 1, 2014 at a redemption price equal to 106.188% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

On January 30, 2014, Ply Gem Industries irrevocably deposited with Wells Fargo Bank, National Association, as trustee for Ply Gem Industries' 9.375% Senior Notes due 2017 (the "Old Senior Notes"), an amount sufficient to satisfy and to discharge its obligations under the Old Senior Notes and the Indenture, dated as of September 27, 2012 (as amended and supplemented the "Old Senior Notes Indenture"), among Ply Gem Industries, as issuer, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, governing the Old Senior Notes. As previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2014, Ply Gem Industries issued a notice of redemption on January 17, 2014 pursuant to the Old Senior Notes Indenture, subject to a financing condition, to redeem all of its outstanding Old Senior Notes on February 16, 2014 at a redemption price equal to 100.00% of the principal amount of the Old Senior Notes, plus the Applicable Premium (as defined in the Old Senior Notes Indenture) as of, and accrued and unpaid interest thereon, if any, to the redemption date. The financing condition to the redemption of the Old Senior Notes was satisfied on January 30, 2014 with the closing of the Offering and the Term Loan Facility.




Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above regarding the issuance of the New Senior Notes and the entry into of the Credit Agreement and borrowings under the Term Loan Facility is hereby incorporated by reference into this Item 2.03.



Item 8.01 Other Events.

As of midnight, New York City time, on January 24, 2014 (the "Early Tender Time"), Ply Gem Industries has been advised by D.F. King & Co., Inc., as the tender agent and information for the tender offers, that holders of $705,907,000 aggregate principal amount, or approximately 93.37%, of the outstanding Senior Secured Notes had validly tendered their Senior Secured Notes, and holders of $94,700,000 aggregate principal amount, or approximately 98.65%, of the outstanding Old Senior Notes had validly tendered their Old Senior Notes, in each case, pursuant to Ply Gem Industries' previously announced tender offers.

On January 30, 2014, Ply Gem Industries exercised its right to accept for early purchase all of the Senior Secured Notes and Old Senior Notes validly tendered prior to the Early Tender Time pursuant to the terms of Ply Gem Industries' Offer to Purchase, dated January 10, 2014 (the "Offer to Purchase"). Notwithstanding Ply Gem Industries' exercise of its early settlement election, each tender offer will remain open until 12:00 midnight, New York City time, on February 7, 2014 (the "Expiration Time"), unless extended.

Each holder who validly tendered its Senior Secured Notes prior to the Early Tender Time will receive the total consideration of $1,067.50 per $1,000 principal amount of the Senior Secured Notes tendered, which includes $30.00 as an early tender premium. Each holder who validly tendered its Old Senior Notes prior to the Early Tender Time will receive the total consideration of $1,108.36 per $1,000 principal amount of the Senior Secured Notes tendered, which includes $30.00 as an early tender premium. In addition, accrued and unpaid interest up to, but not including, January 30, 2014, was paid in cash on all validly tendered and accepted Senior Secured Notes and Old Senior Notes. As a result, Ply Gem Industries will pay aggregate consideration of approximately $780.2 million for the validly tendered and accepted Senior Secured Notes, and aggregate consideration of approximately $107.6 million for the validly tendered and accepted Old Senior Notes.

Each tender offer is scheduled to expire at the Expiration Time, unless extended or earlier terminated, and holders of Senior Secured Notes or Old Senior Notes who validly tender their notes after the Early Tender Time but on or before the Expiration Time will only be eligible to receive the late consideration for such notes and will not receive the early tender premium for such notes as described in the Offer to Purchase.

The complete terms and conditions of the tender offers for the Senior Secured Notes and the Old Senior Notes are detailed in the Offer to Purchase and the related Letter of Transmittal (together with the Offer to Purchase, the "Offer Documents"). The tender offer is being made only through, and subject to the terms and conditions set forth in, the Offer Documents and related materials.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                     Description

 4.1         Indenture, dated as of January 30, 2014, among Ply Gem Industries,
             Inc., the Guarantors party thereto and Wells Fargo Bank, National
             Association, as Trustee.

 4.2         Registration Rights Agreement, dated January 30, 2014, among Ply Gem
             Industries, Inc., the Guarantors party thereto and Credit Suisse
             Securities (USA) LLC, as representative of the several initial
             purchasers.

10.1         Credit Agreement, dated as of January 30, 2014, by and among Ply Gem
             Holdings, Inc., Ply Gem Industries, Inc., the Lenders party thereto
             and Credit Suisse AG, as Administrative Agent and Collateral Agent.


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