Issuer Free Writing Prospectus
Filed by: PGT, Inc.
Pursuant to Rule 433 under the Securities Act of 1933
Registration Statement No. on Form S-1: 333-132365
Pricing Supplement Dated June 27, 2006
PGT, Inc.
8,823,529 Shares
Common Stock
The information in this Pricing Supplement supplements the Preliminary Prospectus dated June
9, 2006 and supersedes the information in the Preliminary Prospectus to the extent inconsistent
with the information in the Preliminary Prospectus.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this Pricing Supplement
or the Preliminary Prospectus. Any representation to the contrary is a criminal offense.
Price to the Public:
$14.00 per share.
Settlement Date:
July 3, 2006
Net Proceeds and Use of Proceeds:
The net proceeds to the issuer from the offering after deducting underwriting discounts and
commissions and estimated fees and expenses will be approximately $113.4 million, or approximately
$130.6 million if the underwriters exercise their over-allotment option in full. All of the net
proceeds from the offering, together with cash on hand, will be used to repay $115.0 million of
indebtedness under the issuer’s second lien credit facility.
Capitalization as of April 1, 2006 as adjusted for the offering (in millions):
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Cash and cash equivalents |
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$ 15.0 |
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Debt
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First lien credit facility |
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205.0 |
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Second lien credit facility |
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— |
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Revolving credit facility(1) |
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— |
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Total debt |
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205.0 |
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Shareholders’
equity: $0.01 |
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Common stock
($0.01 par value, 200.0 million shares authorized, 24.6 million issued
and outstanding) |
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0.2 |
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Additional paid-in capital |
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182.5 |
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Retained earnings (accumulated deficit) |
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(15.5 |
) |
Accumulated other comprehensive income |
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3.7 |
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Total shareholders’ equity |
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170.9 |
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Total capitalization |
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$375.9 |
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| (1) |
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As of the date hereof, there are no borrowings outstanding under our $30
million Revolving Credit Facility, although $5.4 million of letters of credit are
outstanding thereunder. See “Description of certain
indebtedness.” |
The Issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if you request it by
calling toll-free 1-800-503-4611.