NORTH VENICE, Fla., May 16, 2013 (GLOBE NEWSWIRE) -- PGT, Inc. (Nasdaq:PGTI) ("PGT") announced today that it had commenced an underwritten secondary offering (the "Offering") of 10,000,000 shares of its common stock by JLL Partners Fund IV, L.P., which owns approximately 61.5% of PGT's outstanding common stock (the "Selling Stockholder"), pursuant to PGT's shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The underwriters of the Offering will have an option to purchase up to 1,500,000 additional shares from the Selling Stockholder. The Selling Stockholder will receive all of the proceeds from the Offering. No shares are being sold by PGT.
In addition, PGT announced that it entered into a share repurchase agreement (the "Repurchase Agreement") with the Selling Stockholder, subject to the completion of the Offering and the Debt Refinancing (as defined below), pursuant to which it intends to repurchase shares of its common stock having an aggregate value of $50 million in a concurrent, privately negotiated transaction at a price per share equal to the offering price to the public less the underwriting discounts and commissions. PGT expects to fund the share repurchase and refinance its existing senior secured credit facilities with borrowings of approximately $80 million under new senior secured credit facilities, which it expects to enter into concurrently with the closing of the Offering and the transaction contemplated by the Repurchase Agreement (the "Debt Refinancing"). If consummated, the Debt Refinancing will increase the amount of debt on PGT's balance sheet by approximately $50 million. A special committee of PGT's board of directors comprised of independent, disinterested directors has authorized the share repurchase subject to the terms and conditions set forth in the Repurchase Agreement, including borrowings under the new senior secured credit facility. The share repurchase is subject to a number of conditions, and there can be no assurance that such conditions will be satisfied or that the share repurchase will be completed on the contemplated terms or at all. The consummation of the share repurchase, the Debt Refinancing and the Offering are all contingent on each other.