MITER Brands to Acquire PGT Innovations

Represents 60% Premium to PGTI’s Unaffected Share Price

MITER’s $42.00 Per Share All-Cash Proposal Declared a “Superior Proposal” by PGT Innovations’ Board

MITER Brands™ (“MITER”), a nationwide manufacturer of precision-built windows and doors, and PGT Innovations Inc. (“PGTI”), a manufacturer of premium windows and doors, 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 $3.1 billion. 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 KochEquity Development LLC, the principal investment and acquisition arm of Koch Industries, Inc., and a current investor in MITER.

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PGTI also announced that it has terminated its merger agreement with Masonite International Corp. (“Masonite”) dated December 17, 2023.

Executive Commentary

Matt DeSoto, President and CEO of MITER Brands, said, “MITER and PGTI are fully aligned in providing world-class service and the finest products with a culture where people, performance, and customer experiences come first. Our product mix and geographic presence are highly complementary, and we look forward to delivering enhanced value to our team members, customers, suppliers and local communities. The combined company will continue its long-held commitment to innovation, service, and high-quality window and door products as we accelerate our growth trajectory. We are excited to welcome the PGTI team into our owner-operated business with family-first values.”

Jeffrey T. Jackson, PGTI President and Chief Executive Officer, said, “We are thrilled to have reached an agreement with MITER that maximizes value for PGTI shareholders. Since PGTI’s founding over 40 years ago, we have delivered profitable growth and created significant shareholder value by serving our customers with the high-quality window and door solutions they need. In MITER, we have found a strong partner that shares our commitment to safety, quality, and innovation. We are excited to join forces with the MITER team.”

“Koch Equity Development is excited to support the DeSoto family along with the entire MITER Brands team in building the most valued window and door brand in America with our third equity investment since 2019,” said Richard Hunt, Managing Director at Koch Equity Development. “We are confident that MITER’s acquisition of PGTI will result in long-term value creation for all of MITER’s stakeholders and constituencies.”

Timing and Approvals

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 and MITER, on behalf of PGTI, paid the termination fee of $84 million 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.

For further information regarding the terms and conditions contained in the definitive transaction agreement, please see PGTI’s current report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission in connection with the transaction.

Advisors

KeyBanc Capital Markets Inc. and RBC Capital Markets are acting as financial advisors to MITER Brands and are providing committed debt financing, and Stinson LLP is acting as its legal counsel. Evercore is acting as exclusive financial advisor to PGTI, and Davis Polk & Wardwell LLP is acting as legal counsel to PGTI. Rothschild & Co US Inc. is acting as financial advisor to Koch Equity Development LLC and Jones Day is acting as its legal counsel.

About MITER Brands

Founded in 1947, MITER Brands is a residential window and door manufacturer that produces a portfolio of window and door brands for the new construction and replacement segments with an owner-operated, family-first approach. MITER Brands is the combination of two fast-growing regional product brands: MI Windows and Doors and Milgard Windows and Doors, and is a nationwide supplier of precision-built and energy-efficient products with more than 10 manufacturing facilities throughout the United States. MITER Brands instills confidence and drives quality customer experiences through optimized manufacturing, valued relationships, and dedicated team members coast to coast. For more information, visit www.miterbrands.com.

About PGT Innovations

PGT Innovations manufactures and supplies premium windows, doors, and garage doors. Its highly engineered and technically advanced products can withstand some of the toughest weather conditions on Earth and are revolutionizing the way people live by unifying indoor and outdoor living spaces. PGT Innovations creates value through deep customer relationships, understanding the unstated needs of the markets it serves, and a drive to develop category-defining products. The PGT Innovations family of brands include CGI®, PGT® Custom Windows and Doors, WinDoor®, Western Window Systems, Anlin Windows & Doors, Eze-Breeze®, Eco Window Systems, NewSouth Window Solutions, and Martin Door. The company’s brands, in their respective markets, are a preferred choice of architects, builders, and homeowners throughout North America and the Caribbean. Their high-quality products are available in custom and standard sizes with massive dimensions that allow for unlimited design possibilities in residential, multi-family, and commercial projects. For additional information, visit http://www.pgtinnovations.com.

About Koch Equity Development LLC

Koch Equity Development (“KED”) is the principal investment and acquisition arm of Koch Industries, Inc. (“KII”), one of the largest privately held businesses in America. Since 2012, KED has deployed more than $35 billion in equity investments and acquisitions. With more than $125 billion of revenue, KII is a U.S.-based business with 120,000 global employees operating in more than 60 countries.

Contact:

Stephanie Cz – Corporate Communications and PR Manager – scz@pgtinnovations.com – (941) 480-1600

Source: PGT Innovations, Inc.