MITER Brands completed the acquisition of PGT Innovations, Inc. from Cooke & Bieler, L.P., MIWD Holding Company LLC and Others on March 28, 2024.
As of January 8, 2024, Board of Directors of unanimously determined that unsolicited proposal from Miter Brands is not superior to PGTI?s definitive agreement to be acquired by Masonite International Corporation. Miter?s proposal would reasonably be expected to lead to a superior proposal if Miter is able to improve several aspects of its proposed transaction. Miter?s proposal presents additional closing risks as compared to the pending transaction with Masonite that renders the small incremental transaction consideration insufficient to compensate PGTI stockholders for such risk. PGTI Board had determined that a revised proposal from MITER Brands submitted on January 12, 2024 was a ?superior proposal and accordingly terminated the merger agreement with Masonite on January 16, 2024. The transaction is subject to PGTI shareholder approval, the expiration or early termination of the waiting period under the HSR Act, regulatory approval and customary closing conditions. The transaction is not subject to a financing condition. The merger agreement has been unanimously approved by the boards of directors of both companies. The PGTI Board resolved to recommend that PGTI?s stockholders adopt the merger agreement. PGT Innovations shareholders will hold a special meeting on March 18, 2024 to approve the transaction. The 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired at 11:59 p.m. on February 22, 2024. As of February 26, 2024, Miter Brands has obtained an anti-trust clearance for the acquisition. As of March 18, 2024, On march 18, 2024, the transaction was approved at the special meeting of PGTI stockholders. As of March 18, 2024, the transaction is expected to close later in the month of March 2024. As of March 26, 2024, the transaction expected to be completed on or about March 28, 2024 pending final conditions.
Evercore Group L.L.C. is acting as exclusive financial advisor to PGTI and also rendered fairness opinion, and John D. Amorosi, Evan Rosen, Shane Tintle, Kyoko Takahashi Lin, Arthur J. Burke, and Robert F. Smith of Davis Polk & Wardwell LLP are acting as legal counsel to PGTI. PGTI has agreed to pay Evercore a fee of approximately $46 million, $0.5 million of which was paid upon delivery of Evercore?s opinion, $5 million of which was paid upon delivery by Evercore of an opinion in connection with the proposed acquisition of PGTI by Masonite. Pat Curry, Jeff Johnston and J.R. Doolos of KeyBanc Capital Markets Inc. and RBC Capital Markets acted as financial advisors to MITER Brands and are providing committed debt financing, and Jack Bowling and Patrick Respeliers of Stinson LLP are acting as its legal counsel to MITER Brands. Rothschild & Co US Inc. is acting as financial advisor and Dan Michaels of Jones Day is acting as its legal counsel to Koch Equity Development LLC. MacKenzie Partners, Inc. is the proxy solicitation agent for PGTI and will be paid a solicitation fee of approximately $30,000. Equiniti Trust Company, LLC is the transfer agent of PGTI.
MITER Brands completed the acquisition of PGT Innovations, Inc. (NYSE:PGTI) from Cooke & Bieler, L.P., MIWD Holding Company LLC and Others on March 28, 2024. In connection with the consummation of the Merger, Matt DeSoto became the sole Director, President and Chief Executive Officer of PGT Innovations and Joe Person became the Treasurer.