PGT Innovations to be acquired by Miter Brands for $42.00 per share

Miter Brands, a nationwide manufacturer of precision-built windows and doors, and PGT Innovations (PGTI) announced they have entered into a definitive merger agreement for Miter to acquire all outstanding shares of PGTI at a price of $42.00 per share in cash, or an enterprise value of approximately $3.1B. The purchase price represents a premium of 60% over PGTI’s unaffected closing share price on October 9, 2023, the last trading day prior to the public disclosure of a proposal for the acquisition of PGTI. The merger agreement has been unanimously approved by the boards of directors of both companies. The transaction will be financed in part by an equity investment from Koch Equity Development, the principal investment and acquisition arm of Koch Industries and a current investor in Miter. Miter and PGTI entered into their agreement after the PGTI board unanimously determined that Miter’s proposal constituted a “Superior Proposal” as defined in PGTI’s merger agreement with Masonite, dated December 17, 2023. PGTI notified Masonite of its determination and Masonite waived its right to improve the terms of its offer. In accordance with PGTI’s merger agreement with Masonite, concurrent with the signing of PGTI’s definitive merger agreement with Miter, PGTI terminated its merger agreement with Masonite (DOOR) and Miter, on behalf of PGTI, paid the termination fee of $84M due to Masonite. Miter’s transaction with PGTI is expected to close by mid-year 2024, subject to PGTI shareholder approval, regulatory approval and customary closing conditions. Miter has obtained commitment letters for the financing necessary to complete the transaction, which is not subject to a financing condition. Upon completion of the transaction, PGTI will become a privately held subsidiary of Miter and its common stock will no longer be traded on the NYSE.