Attached files
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| EX-99.1 - PRESS RELEASE 2-8-11 - PLY GEM HOLDINGS INC | exhibit99-1.htm |
| EX-99.2 - PRESS RELEASE 2-9-11 - PLY GEM HOLDINGS INC | exhibit99-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 8, 2011
PLY GEM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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333-114041
(Commission File No.)
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20-0645710
(IRS Employer
Identification No.)
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5020 Weston Parkway, Suite 400
Cary, North Carolina 27513
(Address of principal executive offices)
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(919) 677-3900
(Registrant’s telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry Into a Material Definitive Agreement.
On February 9, 2011, Ply Gem Holdings, Inc. (the “Company”), Ply Gem Industries, Inc., a wholly-owned subsidiary of the Company (“Ply Gem Industries”), and each of the direct and indirect subsidiaries of Ply Gem Industries (collectively with the Company, the “Guarantors”), entered into a Purchase Agreement (the “Purchase Agreement”) with certain representatives of the initial purchasers named therein (collectively, the “Initial Purchasers”). Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, and Ply Gem Industries has agreed to sell, $800.0 million aggregate principal amount of Ply Gem Industries’ 8.25% Senior Secured Notes due 2018 (the “Notes”). The Initial Purchasers intend to resell the Notes in an offering exempt from registration under the Securities Act of 1933, as amended (the “Offering”). The Notes will be guaranteed by the Guarantors. The sale of the Notes is expected to close on February 11, 2011. The Purchase Agreement contains representations and warranties, covenants and closing conditions that are customary for transactions of this type. In addition, Ply Gem Industries and the Guarantors have agreed to indemnify the Initial Purchasers against certain liabilities on customary terms.
In the ordinary course of their businesses, the Initial Purchasers and certain of their affiliates have and may in the future provide financial services to or engage in investment and commercial banking or other transactions of a financial nature with the Company or its affiliates, including the provision of certain advisory services and the making of loans to the Company and its affiliates. In particular, certain affiliates of the Initial Purchasers are agents and/or lenders under Ply Gem Industries’ existing credit facilities.
Item 8.01 Other Events.
On February 8, 2011, Ply Gem Industries issued a press release announcing the commencement of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.
On February 9, 2011, Ply Gem Industries issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.2 hereto and is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d)
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Exhibit No.
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Description
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99.1
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Press Release, dated February 8, 2011
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99.2
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Press Release, dated February 9, 2011
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
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PLY GEM HOLDINGS, INC.
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By: /s/ Shawn K. Poe_______________
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Name: Shawn K. Poe
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Title: Vice President, Chief Financial Officer
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Dated: February 10, 2011
EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release, dated February 8, 2011
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99.2
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Press Release, dated February 9, 2011
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