PLY GEM HOLDINGS INC FORM 424B4 (Prospectus filed pursuant to Rule 424(b)(4)) Filed 05/23/13 Address 5020 WESTON PARKWAY SUITE 400 CARY, NC 27513 Telephone 919-677-3900 CIK 0001284807 Symbol PGEM SIC Code 2430 - Millwork, Veneer, Plywood, And Structural Wood Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2013, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-167193 Prospectus 15,789,474 shares Ply Gem Holdings, Inc. Common stock This is an initial public offering of Ply Gem Holdings, Inc. common stock. Prior to this offering, there has been no public market for our common stock. The initial public offering price of the common stock is $21.00 per share. Our common stock has been approved for listing on the New York Stock Exchange under the symbol “PGEM.” We are selling 15,789,474 shares of common stock. We have also granted the underwriters an option to purchase a maximum of 2,368,421 additional shares of common stock to cover over-allotments. Investing in our common stock involves risks. See “ Risk factors ” on page 14. Underwriting Discounts and Proceeds to Price to Public Commissions Ply Gem Holdings, Inc.(1) Per Share $21.0000 $1.3986 $19.6014 Total $331,578,954 $22,083,158 $309,495,796 (1) See “ Underwriting .” Delivery of the shares of common stock will be made against payment in New York, New York on or about May 29, 2013. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. J.P. Morgan Credit Suisse Goldman, Sachs & Co. UBS Investment Bank Deutsche Bank Securities Zelman Partners LLC BB&T Capital Markets Stephens Inc. May 22, 2013. Table of Contents Table of Contents You should rely only on the information contained in this prospectus and any free writing prospectus we provide to you. Neither we nor the underwriters have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus or such other date stated in this prospectus. Table of contents Prospectus summary 1 Risk factors 14 Cautionary note regarding forward -looking statements 30 Use of proceeds 32 Dividend policy 33 Capitalization 34 Dilution 35 Unaudited pro forma consolidated financial information 37 Selected historical consolidated financial data 47 Management’s discussion and analysis of financial condition and results of operations 51 Business 84 Management 103 Executive compensation 111 Principal stockholders 133 Certain relationships and related party transactions 136 Description of capital stock 147 Shares available for future sale 152 Material U.S. federal income tax consequences for non-U.S. holders 155 Underwriting 159 Legal matters 168 Experts 168 Where you can find more information 168 Index to consolidated financial statements F-1 Until June 16, 2013 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. i Table of Contents Market and industry data Market data and other statistical information used throughout this prospectus are based on independent industry publications, government publications, reports by market research firms or other published independent sources. Some data are also based on good faith estimates by our management, which are derived from their review of internal surveys, as well as the independent sources listed above. Gary E. Robinette, our President and Chief Executive Officer, is a member of the Policy Advisory Board of Harvard University’s Joint Center for Housing Studies, and we have relied, in part, on its study for the market and statistical information included in this prospectus. ii Table of Contents Prospectus summary This summary highlights material information about us and this offering, but does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including the “Risk factors” and our consolidated financial statements and the accompanying notes included elsewhere in this prospectus before investing. This prospectus includes forward -looking statements that involve risks and uncertainties. See “Cautionary note regarding forward- looking statements.” Unless otherwise specified or the context requires otherwise, (i) the term “Ply Gem Holdings” refers to Ply Gem Holdings, Inc.; (ii) the term “Ply Gem Industries” refers to Ply Gem Industries, Inc., the principal operating subsidiary of Ply Gem Holdings; (iii) the terms “we,” “us,” “our,” “Ply Gem” and the “Company” refer collectively to Ply Gem Holdings and its subsidiaries; and (iv) the term “Reorganization Transactions” refers to the transactions described in “Certain relationships and related party transactions— Reorganization transactions.” The use of these terms is not intended to imply that Ply Gem Holdings and Ply Gem Industries are not separate and distinct legal entities. Except as the context otherwise requires, references to information being “pro forma” or “on a pro forma basis” means such information is presented after giving effect to the Reorganization Transactions, the entry into the tax receivable agreement described in “Certain relationships and related party transactions—Tax receivable agreement,” this offering and the estimated use of proceeds from this offering as described under “Use of proceeds.” See “Unaudited pro forma financial information.” Our company We are a leading manufacturer of exterior building products in North America, operating in two reportable segments: (i) Siding, Fencing and Stone and (ii) Windows and Doors, which comprised approximately 59% and 41% of our sales, respectively, for the fiscal year ended December 31, 2012 and approximately 54% and 46% of our sales, respectively, for the three months ended March 30, 2013. These two segments produce a comprehensive product line of vinyl siding, designer accents, cellular PVC trim, vinyl fencing, vinyl and composite railing, stone veneer and vinyl windows and doors used in both the new construction market and the home repair and remodeling market in the United States and Western Canada. Vinyl building products have the leading share of sales volume in siding and windows in the United States. We also manufacture vinyl and aluminum soffit and siding accessories, aluminum trim coil, wood windows, aluminum windows, vinyl and aluminum-clad windows and steel and fiberglass doors, enabling us to bundle complementary and color-matched products and accessories with our core products. We believe that our comprehensive product portfolio and geographically diverse, low cost manufacturing platform allow us to better serve our customers and provide us with a competitive advantage over other exterior building products suppliers. For the year ended December 31, 2012, we had net sales of $1,121.3 million, adjusted EBITDA of $127.3 million and a net loss of $39.1 million. For the three months ended March 30, 2013, we had net sales of $257.1 million, adjusted EBITDA of $12.1 million and a net loss of $28.1 million. Our competitive strengths We believe the following competitive strengths differentiate us from our competitors and are critical to our continued success: • Leading Manufacturer of Exterior Building Products . Based on our internal estimates and industry experience, we believe we have established leading positions in many of our core 1 Table of Contents product categories including: No. 1 in vinyl siding in the U.S.; No. 1 in aluminum accessories in the U.S.; No. 2 in vinyl and aluminum windows in the U.S.; No. 1 in windows and doors in Western Canada; and a leading position in vinyl siding and accessories in Canada. We achieved this success by developing a broad offering of high quality products and providing superior service to our customers. We are one of the few companies in our industry that operate a geographically diverse manufacturing platform capable of servicing our customers across the entire United States and Western Canada. The scale of our operations also positions us well as customers look to consolidate their supplier base. We believe our broad offering of leading products, geographically diverse manufacturing platform and long-term customer relationships make us the manufacturer of choice for our customers ’ exterior building products needs. • Comprehensive Product Portfolio with Strong Brand Recognition . We offer a comprehensive portfolio of over twenty exterior building product categories covering a full range of price points. Our broad product line gives us a competitive advantage over other exterior building product suppliers who provide a narrower range of products by enabling us to provide our customers with a differentiated value proposition to meet their own customers’ needs. Our leading brands, such as Ply Gem ® , Mastic ® Home Exteriors, Variform ® , Napco ® , Georgia-Pacific (which we license) and Great Lakes ® Window, are well recognized in the industry. Many of our customers actively support our brands and typically become closely tied to our brands through joint marketing and training, fostering long-term relationships under the common goal of delivering a quality product. We believe a distinguishing factor in our customers’ selection of Ply Gem as a supplier is our innovation and quality for which our brands are known.