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Ply Gem Industries, Inc. (“Ply Gem” or the “Company” (NYSE: PGEM)), a wholly-owned subsidiary of Ply Gem Holdings, Inc. (“Ply Gem Holdings”), today announced that it has commenced cash tender offers for any and all of its outstanding 8.25% Senior Secured Notes due 2018 (CUSIP Nos. 729416AQ0, 729416AR8 and U7264EAG7) (the “8.25% Notes”) and any and all of its outstanding 9.375% Senior Notes due 2017 (CUSIP No. 729416AV9) (the “9.375% Notes” and, together with the 8.25% Notes, the “Notes”). The terms and conditions of the tender offers are described in an Offer to Purchase, dated January 10, 2014, and a related Letter of Transmittal, which are being sent to holders of the Notes.
Title of Security
Aggregate Principal Amount Outstanding
Early Tender Premium1
8.25% SeniorSecured Notesdue 2018
9.375% SeniorNotes due 2017
(1) Per $1,000 principal amount of Notes accepted for purchase.
Holders of Notes must validly tender and not validly withdraw their Notes on or before 12:00 midnight, New York City time, on January 24, 2014, unless extended (such date and time for each tender offer, as the same may be extended, the “Early Tender Date”) in order to be eligible to receive the applicable Total Consideration for such Notes. Holders of Notes who validly tender their Notes after the applicable Early Tender Date and on or before the applicable Expiration Date (as defined below) will be eligible to receive only the applicable Late Consideration for such Notes, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium. In addition to the applicable Total Consideration or Late Consideration, holders whose Notes are accepted for purchase in the tender offers will receive accrued and unpaid interest up to, but not including, the applicable settlement date. Ply Gem may elect to accept for purchase prior to the expiration of either tender offer or both tender offers all Notes validly tendered on or before the applicable Early Tender Date. It is anticipated that the settlement date for Notes validly tendered on or before the Early Tender Date for each tender offer will be January 30, 2014, if Ply Gem elects to accept such Notes for purchase prior to the expiration of either tender offer or both tender offers.