HARRISBURG, Pa.--(BUSINESS WIRE)--MITER Brands (“MITER”) announced today the commencement of a private offering of $500 million aggregate principal amount of senior secured notes due 2032 (the “Notes”) to be issued by two of its wholly-owned subsidiaries, MITER Brands Acquisition Holdco, Inc. (“Acquisition Holdco”) and MIWD Borrower, LLC (“MIWD Borrower”), as co-issuers. MITER intends to use the net proceeds from the offering of the Notes as part of its financing for its previously-announced acquisition (the “Acquisition”) of PGT Innovations, Inc. (“PGTI”). It is expected that, following the consummation of the Acquisition, PGTI will be converted into a limited liability company and subsequently merged with and into MIWD Borrower, with PGTI as the surviving entity (the “Post-Closing Merger”). Upon consummation of the Post-Closing Merger and certain other internal reorganizations (collectively, the “Post-Closing Restructuring”), Acquisition Holdco and PGTI will be the co-issuers of the Notes.
The Notes will be guaranteed on a senior secured basis by MIWD Holdco II LLC (“MIWD Holdco”) and MIWD Finance Corporation (“MIWD Finance”), and each of their respective existing and wholly-owned domestic subsidiaries that guarantee the secured credit facilities of MIWD Holdco, including the wholly-owned domestic subsidiaries of PGTI following the consummation of the Post-Closing Restructuring. The Notes will be the co-issuers’ senior secured obligations and will rank equally in right of payment to all of the co-issuers’ existing and future senior debt and senior in right of payment to all of the co-issuers’ future subordinated debt. The notes and related guarantees will be secured by (i) a first-priority lien on the collateral securing MIWD Holdco’s term loan facilities (other than certain assets that secure MIWD Holdco’s asset-based revolving credit facility on a first-lien basis, such assets referred to as the “ABL Priority Collateral”), on an equal priority basis with the liens securing the term loan facilities and on a senior priority basis to the liens securing the asset-based revolving credit facility and (ii) a second-priority lien on the ABL Priority Collateral, on an equal priority basis with the liens securing the term loan facilities and on a junior priority basis to the liens securing the asset-based revolving credit facility.
The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to investors who are reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of any of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
