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): January 6,
2010
PLY
GEM HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-114041
|
20-0645710
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File No.)
|
(IRS
Employer Identification No.)
|
5020
Weston Parkway, Suite 400
Cary,
North Carolina 27513
(Address
of principal executive offices)
(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):
|
£
|
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
8.01
|
Other
Events.
|
On
January 6, 2010, Ply Gem Industries, Inc. (“Ply Gem”), a wholly-owned subsidiary
of Ply Gem Holdings, Inc. (the “Company”), announced that it has commenced an
offering of $110.0 million aggregate principal amount of its Senior Subordinated
Notes due 2014 (the “New Notes”). Ply Gem intends to use the net
proceeds from the offering to refinance approximately $102.7 million principal
amount of its 9% Senior Subordinated Notes due 2012 (the “9% Notes”) and to pay
certain related costs and expenses. The offering and the refinancing
transactions described below are expected to reduce Ply Gem’s outstanding debt,
lower its interest costs and refinance the 9% Notes.
As of the
date hereof, $360.0 million aggregate principal amount of the 9% Notes are
outstanding. Caxton-Iseman (Ply Gem) III, L.P. and Caxton-Iseman (Ply
Gem) IV, L.P. (together, the “CI Noteholders”), which are affiliates of the
Company’s indirect stockholders, own approximately $281.3 million aggregate
principal amount of the 9% Notes. Through a series of transactions,
(i) prior to the consummation of the offering, approximately $257.3 million
aggregate principal amount of the 9% Notes currently held by the CI Noteholders
will be transferred to the Company’s indirect stockholders and ultimately to Ply
Gem Prime Holdings, Inc., the Company’s indirect parent company, and (ii) prior
to February 16, 2010, such notes will be transferred to the Company
(collectively, the “Note Transfer”). Such 9% Notes will then be
transferred to Ply Gem for no consideration as a capital contribution and
cancelled prior to February 16, 2010 (the “Note Contribution”).
On or
shortly after February 16, 2010, Ply Gem will redeem the remaining $102.7
million aggregate principal amount of outstanding 9% Notes (including
approximately $24.0 million of the 9% Notes held by the CI Noteholders) at a
redemption price equal to 100% of the principal amount thereof plus accrued and
unpaid interest, if any, to the redemption date. On the closing date
of this offering, Ply Gem will deposit with the trustee for the 9% Notes an
amount sufficient to redeem these 9% Notes on the redemption
date. Following the redemption, the CI Noteholders will no longer
hold any debt securities of Ply Gem Industries.
The New
Notes have not been and will not initially be registered under the Securities
Act of 1933, as amended (the “Securities Act”), or any state securities
laws. Accordingly, the New Notes will be subject to restrictions on
transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and other applicable securities laws,
pursuant to registration or exemption therefrom.
This Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy
any security and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful.
Certain
statements made in this Form 8-K may constitute “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, as
amended. Forward-looking statements are based on management’s
expectations, estimates, projections and assumptions. These
statements are not guarantees of future events or performance and involve
certain risks and uncertainties which are difficult to
predict. Therefore, actual future events may differ materially from
what is forecast in forward-looking statements due to a variety of factors
(including the timing and success of the offering described
above). Additional information regarding these factors is contained
in the Company’s filings with the Securities and Exchange Commission, including,
without limitation, its Annual Report on Form 10-K.
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.
|
PLY
GEM HOLDINGS, INC.
|
||
|
By:
|
/s/ Shawn K. Poe
|
|
|
Name:
|
Shawn
K. Poe
|
|
|
Title:
|
Vice
President, Chief Financial Officer
|
|
Dated: January
6, 2010