form8k_080913.htm

0001354327-13-000029.txt : 20130809 0001354327-13-000029.hdr.sgml : 20130809 20130809135253 ACCESSION NUMBER: 0001354327-13-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130809 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130809 DATE AS OF CHANGE: 20130809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PGT, Inc. CENTRAL INDEX KEY: 0001354327 STANDARD INDUSTRIAL CLASSIFICATION: METAL DOORS, SASH, FRAMES, MOLDING & TRIM [3442] IRS NUMBER: 200634715 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52059 FILM NUMBER: 131025789 BUSINESS ADDRESS: STREET 1: 1070 TECHNOLOGY DRIVE CITY: NOKOMIS STATE: FL ZIP: 34275 BUSINESS PHONE: 941-480-1600 MAIL ADDRESS: STREET 1: 1070 TECHNOLOGY DRIVE CITY: NOKOMIS STATE: FL ZIP: 34275 8-K 1 form8k_080913.htm FORM 8K FILED ON 08-09/13 form8k_080913.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): August 5, 2013

PGT, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-52059 20-0634715

(Commission File Number) (IRS Employer Identification No.)

1070 Technology Drive, North Venice, Florida 34275

(Address of Principal Executive Offices, Including Zip Code)

(941) 480-1600

(Registrant's Telephone Number, Including Area Code)

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:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

ITEM 1.01. Entry into a Material Definitive Agreement.

On August 5, 2013, PGT, Inc. (the “Company,” “we” or “us”) entered into Amendment No. 1 (the “Amendment”) to the Credit Agreement (the “Credit Agreement”), with the various financial institutions and other persons from time to time parties thereto as lenders (the “Lenders”), SunTrust Bank, as administrative agent (in such capacity, the “Administrative Agent”), as collateral agent, as swing line lender and as an LC issuer, and the other agents and parties thereto.

Among other things, the Amendment permits the Company to make Capital Expenditures (as defined in the Credit Agreement) in an amount up to but not exceeding $14,000,000 in connection with the expansion and operation of its glass processing business and activities without reducing the amount of Capital Expenditures otherwise permitted thereunder.

The foregoing description of the terms of the Amendment is not complete and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein, and the Credit Agreement, which was filed as Exhibit 10.1 to the Company’s Form 8-K, filed with the Securities and Exchange Commission on June 3, 2013.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index.

Forward-Looking Statements

From time to time, we have made or will make forward-looking statements within the meaning of Section 21E of the Exchange Act. These statements do not relate strictly to historical or current facts. Forward-looking statements usually can be identified by the use of words such as “goal”, “objective”, “plan”, “expect”, “anticipate”, “intend”, “project”, “believe”, “estimate”, “may”, “could”, or other words of similar meaning. Forward-looking statements provide our current expectations or forecasts of future events, results, circumstances or aspirations. Our disclosures in this report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We may also make forward-looking statements in our other documents filed or furnished with the Securities and Exchange Commission and in oral presentations. Forward-looking statements are based on assumptions and by their nature are subject to risks and uncertainties, many of which are outside of our control. Our actual results may differ materially from those set forth in our forward-looking statements. There is no assurance that any list of risks and uncertainties or risk factors is complete. Factors that could cause actual results to differ materially from those described in our forward-looking statements include, but are not limited to:

·	Changes in new home starts and home remodeling trends
·	The economy in the U.S. generally or in Florida where the substantial portion of our sales are generated

·	Raw material prices, especially aluminum
·	Transportation costs

·	Level of indebtedness
·	Dependence on our WinGuard branded product lines

·	Product liability and warranty claims
·	Federal and state regulations

·	Dependence on our manufacturing facilities
·	The significant interest of JLL Partners Fund IV, L.P.

Any forward-looking statements made by us or on our behalf speak only as of the date they are made and we do not undertake any obligation to update any forward-looking statement to reflect the impact of subsequent events or circumstances. Before making any investment decision, you should carefully consider all risks and uncertainties disclosed in all our SEC filings, including our reports on Forms 8-K, 10-Q and 10-K and our registration statements under the Securities Act of 1933, as amended, all of which are accessible on the SEC’s website at www.sec.gov and at http://ir.pgtindustries.com/sec.cfm

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PGT, INC.

By: /s/ Mario Ferrucci III

Name: Mario Ferrucci III

Title: Vice President, General Counsel

and Secretary

Dated: August 9, 2013

EXHIBIT INDEX


Exhibit No.		Description
10.1		Amendment No. 1 to Credit Agreement, dated August 5, 2013, by and among PGT, Inc., a Delaware corporation (the “Parent Borrower” and collectively with any Additional Borrowers, the “Borrowers”), the Lenders party hereto, and SunTrust Bank, as Administrative Agent and Collateral Agent for the Lenders (the “Agent”).

EX-10.1 2 exhibit10_1.htm EXHIBIT 10.1 CREDIT AGREEMENT AMENDMENT exhibit10_1.htm

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO

CREDIT AGREEMENT

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of August 5, 2013 (the “Amendment Effective Date”), is made and entered into by PGT, Inc., a Delaware corporation (the “Parent Borrower” and collectively with any Additional Borrowers, the “Borrowers”), the Lenders party hereto, and SunTrust Bank, as Administrative Agent and Collateral Agent for the Lenders (the “Agent”).

W I T N E S S E T H:

WHEREAS, the Parent Borrower, the Lenders, the Agent and the other parties named therein are parties to that certain Credit Agreement, dated as of May 28, 2013 (as amended, restated supplemented or otherwise modified from time to time in accordance with its provisions, the “Credit Agreement”);

WHEREAS, the parties hereto desire to amend the Credit Agreement on the terms and subject to the conditions set forth herein; and

WHEREAS, pursuant to Section 11.12 of the Credit Agreement, the amendments requested by the Parent Borrower must be contained in a written agreement signed by the Parent Borrower and the Required Lenders or by the Administrative Agent acting at the written direction of the Required Lender.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE. Definitions. Capitalized terms used and not defined in this Amendment shall have the respective meanings given them in the Credit Agreement.

SECTION TWO. Amendments. The Credit Agreement is, effective as of the Amendment Effective Date, hereby amended as follows:

(a) Section 7.11 of the Credit Agreement is amended by adding the following paragraph (c):

“(c) Notwithstanding the foregoing Section 7.11(a), for the fiscal years ending December 28, 2013 and January 3, 2015, the Parent Borrower and any of its Restricted Subsidiaries and Unrestricted Subsidiaries shall be permitted to make Capital Expenditures in an amount up to but not exceeding $14,000,000 in connection with the expansion and operation of its glass processing business and activities (the “Specified Capital Expenditures”). For the avoidance of doubt, any Capital Expenditure made pursuant to this Section 7.11(c) in any fiscal year shall not reduce the amount of Capital Expenditures permitted pursuant to Section 7.11(a) in such fiscal year or the Rollover Amount for such fiscal year.”

(b) The definition of “Fixed Charge Coverage Ratio” now appearing in Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (z) thereof to read as follows:

“(z) Capital Expenditures actually made in cash during such Testing Period other than Specified Capital Expenditures to”.

SECTION THREE. Conditions to Effectiveness. This Amendment shall become effective as of the Amendment Effective Date when each of the following conditions have been satisfied (or waived) in accordance with the terms therein:

(a) The Administrative Agent shall have received:

(i) counterparts of this Amendment executed by the Parent Borrower, the Required Lenders and the Agent;

(ii) satisfactory evidence that all corporate and other proceedings that are necessary in connection with this Amendment have been taken to the Agent’s reasonable satisfaction; and

(iii) such other information and documents as may reasonably be required by the Agent in connection with this Amendment.

(b) The Parent Borrower shall have paid all accrued fees and expenses for which invoices have been presented, in each case in connection with this Amendment (including legal fees and expenses and other compensation due and payable to the Agent).

SECTION FOUR. Representations and Warranties. The Parent Borrower represents and warrants, on and as of the Amendment Effective Date, that:

(a) it has the corporate or other organizational power to execute and deliver this Amendment, and all corporate or other organizational action required to be taken by it for the execution, delivery and performance by it of this Amendment and the consummation of the transactions contemplated hereby has been taken;

(b) this Amendment has been duly authorized, executed and delivered by it;

(c) no action, consent or approval of, registration or filing with or any other action by any Governmental Authority is required in connection with the execution and delivery of this Amendment, except for such actions, consents, approvals, registrations or filings as have been taken or the failure of which to be obtained or made could not reasonably be expected to have a Material Adverse Effect;

(d) the representations and warranties of the Parent Borrower contained in the Loan Documents are true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; and provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects on such respective dates; and

(e) no Default or Event of Default has occurred and is continuing or would result from this Amendment.

SECTION FIVE. Reference to and Effect on the Loan Documents. On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement and each reference in the Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. The Credit Agreement, and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. This Amendment shall constitute a Loan Document.

SECTION SIX. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission (such as “.pdf” or “.tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION SEVEN. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York (without regard to the conflict of law principles thereof to the extent that the application of the laws of another jurisdiction would be required thereby).

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

		PGT, INC., as Parent Borrower
		By: /s/ Jeffrey T. Jackson
		Name: Jeffrey Jackson
		Title: Executive Vice President and Chief Financial Officer