Ply Gem Holdings, Inc. Enters into a Definitive Agreement to be Acquired by Clayton, Dubilier & Rice (CD&R)

Ply Gem Holdings, Inc., a leading North American building products manufacturer, and Clayton, Dubilier & Rice (CD&R) announced today a definitive agreement under which CD&R funds will acquire all of the outstanding shares of Ply Gem common stock in a go-private transaction valued at approximately $2.4 billion.

Ply Gem’s board of directors unanimously approved the agreement, which provides for the payment of $21.64 per share in cash to all holders of Ply Gem common stock. The cash purchase price represents a premium of approximately 20% over Ply Gem’s closing stock price on January 30, 2018.

Promptly following entry into the agreement, stockholders holding greater than 50% of the outstanding shares of Ply Gem common stock executed a written consent to approve the transaction, thereby providing the required stockholder approval.

CD&R has also entered into a definitive agreement to acquire Atrium Windows & Doors and combine the company with Ply Gem to create an exterior building products company with total revenue of more than $2.4 billion in 2017.

The transactions are expected to close simultaneously in the second quarter of 2018 and are subject to the receipt of customary closing conditions, including regulatory approvals. Closing of the acquisition of Ply Gem is not subject to the closing of the acquisition of Atrium.

However, assuming both transactions close simultaneously, CD&R funds will own approximately 70% of the new privately-held company, and Atrium shareholders, which include funds managed by Golden Gate Capital, will hold approximately 30%.

The new Ply Gem will continue to be headquartered in Cary, NC, and Gary E. Robinette, currently Chairman and CEO of Ply Gem, will continue as Chairman and CEO. John Krenicki, a CD&R Operating Partner and former Vice Chairman of General Electric Company, will become Lead Director of the Board.

“The Ply Gem Board’s unanimous approval of this transaction is based on the conviction that it delivers superior value to shareholders,” said Gary E. Robinette, Chairman and CEO of Ply Gem.

“The strategic and operational excellence of CD&R and Golden Gate will help strengthen the long-term growth of the company. This support, along with the expanded business and product portfolio of the new combined company, will establish a stronger window platform with manufacturing scale and channel distribution advantages for customers. Together with the talented Atrium team, we look forward to providing exceptional value and service to all of our customers and rewarding career opportunities for our associates.”

“We are excited to combine with Ply Gem and look forward to the synergies that will be achieved through an enhanced product breadth and stronger North American platform, which will allow us to drive topline growth and customer value,” said Ron Cauchi, Atrium CEO.

“This is a transformational milestone for two highly complementary businesses,” said Nate Sleeper, Partner at CD&R. “Together, Ply Gem and Atrium have a well-positioned platform across North America, a deep set of capabilities to serve customers, and a strong foundation for long-term growth and value creation.”

“We are pleased to continue our partnership with Atrium and look forward to working closely with Ply Gem and CD&R,” said Rajeev Amara, Managing Director of Golden Gate Capital. “We believe strongly in the long-term growth prospects of joining these two great businesses.”

Credit Suisse served as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor to Ply Gem. CD&R has obtained committed financing from Bank of America Merrill Lynch; Barclays; Deutsche Bank Securities, Inc; GS Bank USA; J.P. Morgan; Jefferies Finance, LLC; MUFG; Natixis, New York Branch; RBC Capital Markets, LLC; Societe Generale and UBS Investment Bank. Debevoise & Plimpton LLP served as legal advisor and Bank of America Merrill Lynch; Barclays; Deutsche Bank Securities, Inc; Goldman Sachs & Co., LLC; J.P. Morgan; MUFG; PJ Solomon an affiliate of Natixis; SG Americas Securities, LLC and UBS Investment Bank served as financial advisor to CD&R in the transaction. Jefferies LLC and Kirkland & Ellis served as financial and legal advisors, respectively, to Atrium.