Ply Gem Industries, Inc. Announces Tender Offer for Outstanding Senior Secured Notes

CARY, N.C.--()--Ply Gem Industries, Inc. (“Ply Gem” or the “Company”), a wholly-owned subsidiary of Ply Gem Holdings, Inc., today announced that it has commenced a cash tender offer for any and all of its outstanding 11.75% Senior Secured Notes due 2013 (CUSIP Nos. 729416AJ6 and 729416AK3)(“Notes”). The terms and conditions of the tender offer are described in an Offer to Purchase, dated January 28, 2011, and a related Letter of Transmittal, which are being sent to holders of Notes.

CUSIP Numbers     Title of Security     Aggregate Principal Amount Outstanding     Late Tender Offer Consideration     Early Tender Premium1     Total Tender Offer Consideration1
729416AJ6 and 729416AK3 11.75% Senior Secured Notes due 2013 $725,000,000

$1,029.00

$40.00

$1,069.00

(1) Per $1,000 principal amount of Notes accepted for purchase.

Holders of Notes must validly tender and not validly withdraw their Notes on or before 12:00 midnight, New York City time, on February 10, 2011, unless extended (such date and time, as the same may be extended, the “Early Tender Date”) in order to be eligible to receive the Total Tender Offer Consideration. Holders of Notes who validly tender their Notes after the Early Tender Date and on or before the Expiration Date (as defined below) will be eligible to receive only the Late Tender Offer Consideration, which is equal to the Total Tender Offer Consideration minus the Early Tender Premium. In addition to the applicable tender offer consideration, holders whose Notes are accepted for purchase in the tender offer will receive accrued and unpaid interest up to, but not including, the applicable settlement date. Ply Gem may elect to accept for purchase prior to the expiration of the tender offer all Notes validly tendered on or before the Early Tender Date. It is anticipated that the settlement date for Notes validly tendered on or before the Early Tender Date will be February 11, 2011, if Ply Gem elects to accept such Notes for purchase prior to the expiration of the tender offer.

The tender offer will expire at 12:00 midnight, New York City time, on February 25, 2011, unless extended (such date and time, as the same may be extended, the “Expiration Date”). As set forth in the Offer to Purchase, validly tendered Notes may be validly withdrawn at any time on or before 12:00 midnight, New York City time, on February 10, 2011, unless extended. The consummation of the tender offer is not conditioned upon any minimum amount of Notes being tendered but is conditioned upon the satisfaction or waiver of the conditions set forth in the Offer to Purchase.

Ply Gem’s obligations to accept any Notes tendered and to pay the applicable consideration for them are set forth solely in the Offer to Purchase and the related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The tender offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this news release is qualified by reference to the Offer to Purchase and the related Letter of Transmittal. Subject to applicable law, Ply Gem may amend, extend or, subject to certain conditions, terminate the tender offer.

Ply Gem currently expects that it will exercise its right to optionally redeem any and all Notes not purchased by it in the tender offer. Under the terms of the indenture governing the Notes, Ply Gem may redeem up to $70.0 million in principal amount of the Notes at a redemption price of 103% of the principal amount thereof, plus accrued and unpaid interest, if any, up to the redemption date and beginning on April 1, 2011, may redeem all of the remaining outstanding Notes at a redemption price equal to 105.875% of the principal amount thereof, plus accrued interest, if any, up to the redemption date.

Credit Suisse Securities (USA) LLC and UBS Securities LLC are the Dealer Managers for the tender offer. Persons with questions regarding the tender offer should contact Credit Suisse Securities (USA) LLC at (212) 538-2147 (collect) or (800) 820-1653 (toll-free) (Attention: Liability Management Group) or UBS Securities LLC at (203) 719-4210 (collect) or (888) 719-4210 (toll-free) (Attention: Liability Management Group). Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to D.F. King & Co., Inc., the Information Agent and Depositary for the tender offer, at (800) 487-4870.

About Ply Gem

Ply Gem, headquartered in Cary, N.C., is a leading manufacturer of residential exterior building products in North America. Ply Gem produces a comprehensive product line of vinyl siding, designer accents and skirting, vinyl fencing and vinyl and composite railing, stone veneer and vinyl windows and doors used in both new construction and home repair and remodeling in the United States and Western Canada. Ply Gem also manufactures vinyl and aluminum soffit and siding accessories, aluminum trim coil, wood windows, aluminum windows, vinyl and aluminum-clad windows and steel and fiberglass doors. Ply Gem siding brands include Mastic® Home Exteriors, Variform®, NAPCO®, Ply Gem® Stone, Kroy®, Cellwood®, Georgia Pacific, DuraBuilt®, Richwood®, Leaf Relief®, Gutter Warrior™ and Monticello® Columns. Ply Gem windows and patio door brands include Ply Gem® Windows, Ply Gem® Canada and Great Lakes® Window. The company’s brands are sold through short-line and two-step distributors, pro dealers, home improvement dealers and big box retailers. Ply Gem employs approximately 4,300 people across North America. Visit www.plygem.com for more information.

Certain statements made in this press release 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 performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors. Additional information regarding these factors is contained in the company’s filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K, as updated in the company’s Quarterly Reports on Form 10-Q.

Contacts

Ply Gem Industries, Inc.
Investor Relations Contact:
Shawn Poe, Chief Financial Officer, 919-677-4019
shawn.poe@plygem.com

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Contacts

Ply Gem Industries, Inc.
Investor Relations Contact:
Shawn Poe, Chief Financial Officer, 919-677-4019
shawn.poe@plygem.com