Clayton, Dubilier & Rice’s $2.4 Billion Acquisition of Ply Gem Holdings, Inc.

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.

Ply Gem Holdings, Inc. (NYSE:PGEM), a leading North American building products manufacturer, and Clayton, Dubilier & Rice (CD&R) have entered in 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 Debevoise team is led by partner Paul S. Bird (Picture) and includes partners Peter A. Furci, Meir D. Katz, Jeffrey E. Ross and Michael Schaper; counsel Stuart Hammer and J. Michael Snypes, Jr.; and associates Christopher Anthony, Spencer K. Gilbert, Daniel Priest, Giselle Alvarado, Katherine M. Arango, Kevin R. Grondahl, David A. Martinez and Brett M. Novick.

Paul, Weiss represented Ply Gem Holdings, Inc with corporate partners Carl Reisner, Ariel Deckelbaum, John Kennedy, Eric Goodison and Brian Janson and counsel Nathan Sawyer and Bruce Gruder; litigation partner Aidan Synnott and counsel Peter Jaffe; tax partner Scott Sontag; real estate partner Peter Fisch; intellectual property partner Claudine Meredith-Goujon; antitrust counsel Marta Kelly; employee benefits counsel Jason Ertel; and environmental counsel William O’Brien.

 

Involved fees earner: Carl Reisner – Paul Weiss Rifkind Wharton & Garrison; Ariel Deckelbaum – Paul Weiss Rifkind Wharton & Garrison; John Kennedy – Paul Weiss Rifkind Wharton & Garrison; Nathan Sawyer – Paul Weiss Rifkind Wharton & Garrison; Aidan Synnott – Paul Weiss Rifkind Wharton & Garrison; Marta Kelly – Paul Weiss Rifkind Wharton & Garrison; Peter Jaffe – Paul Weiss Rifkind Wharton & Garrison; Scott Sontag – Paul Weiss Rifkind Wharton & Garrison; Peter Fisch – Paul Weiss Rifkind Wharton & Garrison; Claudine Meredith-Goujon – Paul Weiss Rifkind Wharton & Garrison; Jason Ertel – Paul Weiss Rifkind Wharton & Garrison; William O’Brien – Paul Weiss Rifkind Wharton & Garrison; Eric Goodison – Paul Weiss Rifkind Wharton & Garrison; Bruce Gruder – Paul Weiss Rifkind Wharton & Garrison; Brian Janson – Paul Weiss Rifkind Wharton & Garrison; Paul Bird – Debevoise & Plimpton; Christopher Anthony – Debevoise & Plimpton; Spencer Gilbert – Debevoise & Plimpton; Daniel Priest – Debevoise & Plimpton; Giselle Alvarado – Debevoise & Plimpton; David Martinez – Debevoise & Plimpton; Kevin Grondahl – Debevoise & Plimpton; Peter Furci – Debevoise & Plimpton; Meir Katz – Debevoise & Plimpton; Michael Snypes Jr. – Debevoise & Plimpton; Katherine Arango – Debevoise & Plimpton; Jeffrey Ross – Debevoise & Plimpton; Brett Novick – Debevoise & Plimpton; Michael Schaper – Debevoise & Plimpton; Stuart Hammer – Debevoise & Plimpton;

Law Firms: Paul Weiss Rifkind Wharton & Garrison; Debevoise & Plimpton;

Clients: Clayton Dubilier & Rice; Ply Gem Holdings, Inc.;

 

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Author: Ambrogio Visconti