--- schema_version: "secwatch.filing_event.v1" accession: "0000950103-24-004518" form_type: "8-K" ticker: null cik: "0001354327" company_name: "PGT Innovations, Inc." filed_at: "2024-03-28T23:59:59+00:00" generated_at: "2026-06-04T05:55:04.897396+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # MITER Brands completes $42/sh acquisition of PGT Innovations; stock delisted ## Summary - Stockholders receive $42.00 per share in cash; total consideration ~$2.328 billion. - Transaction closed March 28, 2024; stockholder approval obtained March 18, 2024. - PGTI common stock ceased trading and will be delisted from NYSE. - Financing included equity investment from Koch Equity Development LLC (KED). - Matt DeSoto appointed sole director, president and CEO; Joe Person as treasurer. ## SEC filing metadata - accession: 0000950103-24-004518 - form_type: 8-K - cik: 0001354327 - company_name: PGT Innovations, Inc. - filed_at: 2024-03-28T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1354327/000095010324004518/0000950103-24-004518-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1354327/000095010324004518/dp208795_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950103-24-004518 - JSON: https://secwatch.observer/filing/0000950103-24-004518.json - Plain text: https://secwatch.observer/filing/0000950103-24-004518.txt ## Key facts - Executive change Joe Person was appointed as Treasurer at PGT Innovations, Inc.. - Action: appointed - Role: Treasurer source text: Joe Person became the treasurer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324004518/0000950103-24-004518-index.htm - Executive change Matt DeSoto was appointed as President, Chief Executive Officer and Sole Director at PGT Innovations, Inc.. - Action: appointed - Role: President, Chief Executive Officer and Sole Director source text: Matt DeSoto became the sole director, president and chief executive officer of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324004518/0000950103-24-004518-index.htm - Governance Changes PGT Innovations, Inc.: Bylaws of Merger Sub became bylaws of the Company at Effective Time due to merger. - Change: bylaw amendment source text: In addition, the bylaws of Merger Sub in effect at the Effective Time became the bylaws of the Company (except that references to the name of Merger Sub were replaced by reference to the name of the Company). evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324004518/0000950103-24-004518-index.htm - Governance Changes PGT Innovations, Inc.: Amended and restated certificate of incorporation at Effective Time due to merger. - Change: charter amendment source text: Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended. evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324004518/0000950103-24-004518-index.htm - M&A Transactions PGT Innovations, Inc. underwent a change of control involving MIWD Holding Company LLC (MITER Brands) for $42.00 in cash for each share of PGTI common stock (closed 2024-03-28). - Action: change of control - Counterparty: MIWD Holding Company LLC (MITER Brands) - Consideration: $42.00 in cash for each share of PGTI common stock - Closing: 2024-03-28 source text: the Company as treasury stock or held by Parent, Merger Sub or any other subsidiary of Parent or the Company ) was cancelled and retired and converted into the right to receive $42.00 in cash, without interest (the “Merger Consideration”). Effective as of immediately prior to the Effective Time, the restrictions on each restricted Company Common Share that was evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324004518/0000950103-24-004518-index.htm - Material Agreements PGT Innovations, Inc. terminated Indenture with the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. - Action: termination - Agreement: notes offering - Counterparty: the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee source text: satisfied and discharged all of the Company’s obligations under that certain Indenture, dated as of September 24, 2021, among the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324004518/0000950103-24-004518-index.htm - Material Agreements PGT Innovations, Inc. terminated Credit Agreement with the lenders from time to time party thereto and Truist Bank. - Action: termination - Agreement: credit facility - Counterparty: the lenders from time to time party thereto and Truist Bank source text: repaid all loans and discharged all obligations and terminated all credit commitments, security agreements and liens outstanding under the Credit Agreement, dated as of February 16, 2016 and as amended from time to time, among the Company, the lenders from time to time party thereto and Truist Bank as administrative agent evidence_url: https://www.sec.gov/Archives/edgar/data/1354327/000095010324004518/0000950103-24-004518-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.