UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934

Check the appropriate box:

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Preliminary Information Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

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Definitive Information Statement

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PLY GEM HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed below per Exchange Act Rules 14c-5(g) and 0-11.

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(1)

Title of each class of securities to which transaction applies:

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Common Stock, par value $0.01 per share

(2)

Aggregate number of securities to which transaction applies:

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71,477,494 shares of Common Stock, which includes: (a) 68,556,650 shares of Common Stock outstanding; (b) 2,342,333 shares of Common Stock underlying stock options; (c) 16,440 shares of Restricted Stock; (d) 315,447 shares of Common Stock subject to issuance pursuant to Restricted Stock Units and (e) 246,624 shares of Common Stock subject to issuance pursuant to Performance Units.

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

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The filing fee was determined based upon the sum of  (a) 68,556,650 shares of Common Stock multiplied by $21.64 per share, (b) 2,342,333 shares of Common Stock underlying stock options multiplied by $7.60, which is the difference between $21.64 and the weighted average exercise price of  $14.04 per share, (c) 16,440 shares of Restricted Stock multiplied by $21.64 per share, (d) 315,447 shares of Common Stock subject to issuance pursuant to Restricted Stock Units multiplied by $21.64 per share and (e) 246,624 shares of Common Stock subject to issuance pursuant to Performance Units multiplied by $21.64 per share. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying 0.0001245 by the sum of the preceding sentence.

(4)

Proposed maximum aggregate value of transaction:

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$1,513,886,614.84

(5)

Total fee paid:

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$188,478.88

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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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(1)

Amount previously Paid:

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(2)

Form, Schedule or Registration Statement No.:

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(3)

Filing Party:

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(4)

Dated Filed:

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PRELIMINARY COPY — SUBJECT TO COMPLETION

Ply Gem Holdings, Inc.
5020 Weston Parkway, Suite 400
Cary, North Carolina 27513

NOTICE OF WRITTEN CONSENT AND APPRAISAL RIGHTS
AND
INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.

To our Stockholders:

This notice of Written Consent and Appraisal Rights and Information Statement (this “Information Statement”) is being furnished to the holders of common stock, par value $0.01 per share (the “Common Stock”), of Ply Gem Holdings, Inc., a Delaware corporation (the “Company” or “Ply Gem”), in connection with the Agreement and Plan of Merger, dated as of January 31, 2018, by and among Pisces Midco, Inc., a Delaware corporation (“Parent”), Pisces Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company (such Agreement and Plan of Merger, the “Merger Agreement”, a copy of which is attached as Annex A to this Information Statement). Pursuant to the Merger Agreement and upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and as a wholly owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), on the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock outstanding immediately prior to the Effective Time will at the Effective Time be converted automatically into and thereafter represent only the right to receive $21.64 in cash, without interest (the “Merger Consideration”), other than (i) any shares of Common Stock held in the treasury of the Company and any share of Common Stock owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or the Company that will be canceled and cease to exist without any conversion (the “Canceled Shares”) and (ii) shares of Common Stock with respect to which a stockholder has properly demanded appraisal (“Appraisal Shares”) pursuant to, and in compliance in all respects with, Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”).

After careful consideration, the board of directors of the Company (the “Company Board”) unanimously (i) declared that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the form, terms and provisions of, and the transactions contemplated by, the Merger Agreement, including the Merger, (iii) authorized the Company to enter into the Merger Agreement and perform each of its obligations thereunder, including the Merger, and (iv) recommended that the stockholders of the Company adopt the Merger Agreement. The Company Board considered a number of factors in evaluating the Merger and consulted with its outside legal and financial advisors.

The adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, required the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock in favor of the adoption of the Merger Agreement, which may be evidenced by written consent (the “Company Required Vote”). On January 31, 2018, the date the Merger Agreement was executed, Caxton-Iseman (Ply Gem), L.P. and Caxton-Iseman (Ply Gem) II, L.P. (collectively, the “CI Partnerships”), which as of such date, owned 45,695,243 shares of Common Stock, constituting approximately 66.7% of the voting power of the issued and outstanding shares of Common Stock, executed and delivered a written consent (in the form attached as Annex B to this Information Statement, the “Written Consent”) adopting the Merger Agreement. As a result, no further action by any stockholder of the Company is required under applicable law or the Merger Agreement to adopt the Merger Agreement or approve the transactions contemplated thereby, including the Merger, and the Company is not soliciting your vote for or consent to the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, and the Company will not call a stockholder meeting for

purposes of voting on the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger. This notice and the accompanying Information Statement shall constitute notice to you from the Company of stockholder action by less than unanimous written consent required by Section 228(e) of the DGCL.

Under Section 262 of the DGCL, if the Merger is completed, subject to strict compliance with the requirements of Section 262 of the DGCL, holders of shares of Common Stock, other than the CI Partnerships, will have the right to seek an appraisal for, and be paid the “fair value” in cash of, their shares of Common Stock (as determined by the Court of Chancery of the State of Delaware) instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for an appraisal no later than 20 days after the mailing of this Information Statement and comply precisely with other procedures set forth in Section 262 of the DGCL, which procedures are summarized in the accompanying Information Statement. Such Information Statement is being delivered on [•], 2018. Accordingly, any demands for appraisal must be delivered to the Company in the manner specified in this Information Statement and in strict compliance with Section 262 of the DGCL on or before [•], 2018. A copy of Section 262 of the DGCL is attached to the accompanying Information Statement as Annex C. This notice and the accompanying Information Statement shall constitute notice to you from the Company of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger.

BY ORDER OF THE BOARD OF DIRECTORS,

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the fairness of the Merger or passed upon the adequacy or accuracy of the disclosures in this notice or the accompanying information statement. Any representation to the contrary is a criminal offense.

This Information Statement is dated [•], 2018 and is first being mailed to stockholders on or about [•], 2018.

TABLE OF CONTENTS

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8

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following questions and answers are intended to briefly address commonly asked questions as they pertain to the Merger Agreement and the Merger. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” beginning on page 1 and the more detailed information contained elsewhere in this Information Statement, the Annexes to this Information Statement and the documents referred to or incorporated by reference in this Information Statement, each of which you should read carefully. You may obtain additional about the Company without charge by following the instructions under “Where You Can Find More Information.”

Q:

What is the proposed transaction and what effects will it have on the Company?

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A:

The proposed transaction is the acquisition of the Company by Parent pursuant to the terms and subject to the conditions set forth in the Merger Agreement. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, at the Effective Time, Merger Sub will merge with and into the Company, and the Company will cease to be an independent publicly traded company and will instead be a wholly owned subsidiary of Parent.

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Q:

What will I be entitled to receive if the Merger is completed?

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A:

Upon completion of the Merger in accordance with the terms and subject to the conditions in the Merger Agreement, you will be entitled to receive the Merger Consideration (representing an amount of  $21.64 per share of Common Stock in cash without interest (and subject to deduction for any applicable withholding tax) for each share of Common Stock that you own), unless you properly exercise, do not withdraw, fail to perfect or otherwise lose, your appraisal rights pursuant to Section 262 of the DGCL with respect to your shares of Common Stock. For example, if you own 100 shares of Common Stock, you will be entitled to receive $2,164.00 in cash, without interest (and subject to deduction for any applicable withholding tax), in exchange for your shares of Common Stock. Upon completion of the Merger in accordance with the terms and subject to the conditions in the Merger Agreement, you will have no equity interest in the Surviving Corporation and you will no longer have any interest in the Surviving Corporation’s future earnings or growth.

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Q:

What happens to Options, Restricted Stock, Restricted Stock Units and Performance Units if the Merger is completed?

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A:

Upon the completion of the Merger, each issued and outstanding Option granted under the Company’s equity compensation plans, whether vested or unvested, by virtue of the Merger and without any action by Parent, Merger Sub, the Company or the holder of that Option, will be canceled, extinguished and converted into the right to receive from Parent or the Surviving Corporation an amount in cash, without interest (and less any applicable tax withholding), equal to the product of  (x) the number of shares issuable under such Option multiplied by (y) the excess, if any, of (i) the Merger Consideration per share over (ii) the exercise price payable in respect of each share issuable under such Option.

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Additionally, upon the completion of the Merger, (x) each share of Restricted Stock that is outstanding immediately prior to the Effective Time will vest and be converted into the right to receive the Merger Consideration; and (y) each Restricted Stock Unit and each Performance Unit of the Company that is outstanding immediately prior to the Effective Time will become converted immediately prior to the Effective Time into the right to receive (i) the Merger Consideration for Restricted Stock Units denominated in shares and Performance Units (with the assumption that performance has been achieved) and (ii) the applicable fixed amount of the cash payment for Restricted Stock Units denominated in cash, in each case without interest and less any applicable tax withholdings.

Upon completion of the Merger, in accordance with the terms and subject to the conditions in the Merger Agreement, you will have no equity interest in the Surviving Corporation. For more information regarding the treatment of the Company’s equity-based awards, please see the section of this Information Statement entitled “The Merger Agreement — Treatment of Equity and Equity-Based Awards” beginning on page 49.

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Q:

When do you expect the Merger to be completed?

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A:

We are working to complete the Merger as quickly as possible. We currently expect to complete the Merger promptly after all of the conditions to the Merger have been satisfied or waived in accordance with the terms and subject to the conditions set forth in the Merger Agreement. Completion of the Merger is currently expected to occur in the second quarter of 2018, although the Company cannot assure completion by any particular date, if at all.

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Q:

What will happen to the Company if the Merger is not completed?

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A:

If the Merger is not completed for any reason, the Company will continue as an independent publicly traded entity and your shares of Common Stock, Options, Restricted Stock, Restricted Stock Units and Performance Units will remain outstanding and will not be converted into the right to receive the Merger Consideration. In addition, in certain circumstances the Company may have to pay a termination fee of  $45,000,000 (see “The Merger Agreement — Fees and Expenses; Termination Fees” beginning on page 65 of this Information Statement).

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Q:

Will I owe taxes as a result of the Merger?

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A:

The Merger will be a taxable transaction for all U.S. Holders of shares of Common Stock. As a result, assuming you are a U.S. Holder, you will recognize gain or loss with respect to the cash received for shares of Common Stock in the Merger equal to the difference between the (x) amount of cash you receive (determined before the deduction of any applicable withholding taxes) and (y) adjusted tax basis of your surrendered shares of Common Stock. See “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 44 of this Information Statement for a more detailed explanation of the tax consequences of the Merger. Tax matters can be complicated, and the tax consequences of the Merger to you will depend on your particular tax situation.

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If you are a Non-U.S. Holder, the Merger will generally not be a taxable transaction to you under U.S. federal income tax laws unless (i) you are an individual who is present in the United States for 183 or more days during the taxable year of such disposition and certain other conditions are met; (ii) the gain is effectively connected with the conduct of a trade or business in the United States by you, subject to an applicable treaty providing otherwise; or (iii) at any time during the shorter of the five-year period preceding the Effective Time or the Non-U.S. Holder’s holding period for its Common Stock, we were a “United States real property holding corporation” and you held (actually or constructively) more than 5% of the shares of Common Stock.

We urge you to consult your tax advisor on the tax consequences of the Merger to you.

Q:

Did the Company Board approve and recommend the Merger Agreement and the Merger?

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A:

Yes.

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After careful consideration, the Company Board unanimously (i) declared that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the form, terms and provisions of, and the transactions contemplated by, the Merger Agreement, including the Merger, (iii) authorized the Company to enter into the Merger Agreement and perform each of its obligations thereunder, including the Merger, and (iv) recommended that the stockholders of the Company adopt the Merger Agreement. The Company Board considered a number of factors in evaluating the Merger and consulted with its outside legal and financial advisors. See “The Merger — Reasons for the Merger” beginning on page 23.

Q:

Why am I not being asked to vote on the Merger?

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A:

Under Delaware law and the Company’s certificate of incorporation, the adoption of the Merger Agreement and the approval of the transactions contemplated thereby, including the Merger, only requires the vote or consent of the holders in the aggregate of a majority of the outstanding shares of Common Stock. The requisite stockholder approval was obtained on January 31, 2018 (the date the

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Merger Agreement was executed) when the Written Consent was delivered by the CI Partnerships to the Company. As of such date, the CI Partnerships owned shares of Common Stock constituting approximately 66.7% of the voting power of the issued and outstanding shares of Common Stock. Therefore, your vote or consent is not required to adopt the Merger Agreement or approve the transactions contemplated thereby, including the Merger, and is not being sought, and the Company will not need to hold a special meeting of stockholders to effect the Merger. We are not asking you for a proxy, and you are requested not to send us a proxy.

Q:

Why am I receiving this Information Statement?

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A:

Applicable laws and securities regulations require us to provide you with notice of the Written Consent delivered by the CI Partnerships to the Company, as well as other information regarding the Merger, even though your vote or consent is not required nor requested to adopt the Merger Agreement or to approve the transactions contemplated thereby, including the Merger. This Information Statement constitutes notice to you of stockholder action by less than unanimous written consent as required by Section 228(e) of the DGCL as well as notice to you of the availability of appraisal rights under Section 262 of the DGCL in connection with the Merger. As required by Section 262 of the DGCL, a copy of Section 262 of the DGCL is attached in its entirety to this Information Statement as Annex C.

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Q:

Do any of the Company’s directors and executive officers have interests in the Merger that may differ from those of Company stockholders generally?

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A:

You should be aware that the Company’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the Company stockholders generally. These interests are described in more detail in the section entitled “The Merger — Interests of our Directors, Executive Officers and Affiliates in the Merger” beginning on page 37. The Company Board was aware of these interests and considered them, among other matters, in evaluating and approving the Merger Agreement.

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Q:

What happens if I sell my shares of Common Stock before the completion of the Merger?

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A:

If you transfer your shares of Common Stock before the Effective Time, you will have transferred the right to receive the Merger Consideration to be received by our stockholders in the Merger. In addition, you will not be entitled to seek an appraisal of those shares under Section 262 of the DGCL. In order to receive the Merger Consideration, you must hold your shares of Common Stock through the Effective Time and must follow the procedures for receiving the Merger Consideration described herein. See the section entitled “The Merger — Payment of Merger Consideration and Surrender of Shares” beginning on page 36 of this Information Statement.

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Q:

Should I do anything now to surrender my shares of Common Stock?

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A:

No. If the Merger is completed, following its completion, you will receive a letter of transmittal with detailed written instructions for surrendering your book-entry shares in exchange for the Merger Consideration. If your shares of Common Stock are held in “street name” by your bank, brokerage firm, trust or other nominee, you should contact your bank, brokerage firm, trust or other nominee.

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Q:

Am I entitled to exercise appraisal rights under the DGCL instead of receiving the Merger Consideration for my shares of Common Stock?

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A.

Yes. If the Merger is completed, you will be entitled to seek appraisal for, and be paid the fair value in cash of, your shares of Common Stock (as determined by the Delaware Court) instead of receiving the Merger Consideration. To exercise your appraisal rights, you must submit a written demand for appraisal no later than 20 days after the mailing of this Information Statement, or [•], 2018, and you must precisely comply with all applicable requirements and procedures under Section 262 of the DGCL. See the section entitled “Appraisal Rights” beginning on page 69 of this Information Statement, for a summary of the procedures set forth in Section 262 of the DGCL. See also a copy of Section 262 of the DGCL which is attached in its entirety to this Information Statement as Annex C.

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Q:

Is the Merger subject to the fulfillment of certain conditions?

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A:

Yes. Before the Merger can be completed, the Company, Parent and Merger Sub must fulfill or, if permissible, waive in writing several conditions to closing. If these conditions are not satisfied or waived in writing in accordance with the terms and subject to the conditions of the Merger Agreement, the Merger will not be completed.

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Q:

Will the Merger Consideration I receive in the Merger increase if the Company’s operations improve or if the price of Common Stock increases above the Merger Consideration?

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A:

No. The value of the Merger Consideration is fixed. The Merger Agreement does not contain any provision that would adjust the Merger Consideration based on fluctuations in the price of shares of Common Stock, the amount of working capital of the Company at the Effective Time or changes in the results of operations of the Company before the Effective Time.

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Q:

What is householding and how does it affect me?

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A:

The SEC permits companies to send a single set of certain disclosure documents to stockholders who share the same address and have the same last name, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate set of disclosure documents. This practice, known as “householding”, is designed to reduce duplicate mailings and save significant printing and postage costs as well as natural resources.

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If you received a householded mailing and you would like to have additional copies of this Information Statement mailed to you, or you would like to opt out of this practice for future mailings, please submit your request to the Company by phone at (919) 677-3901 or by mail to Ply Gem Holdings, Inc. 5020 Weston Parkway, Suite 400, Cary, North Carolina 27513. We will promptly send additional copies of this Information Statement upon receipt of such request.

Q:

Where can I find more information about the Company?

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A:

The Company files periodic reports and other information with the SEC. You may read and copy this information at the SEC’s public reference facilities. Please call the SEC at (800) SEC-0330 for information about these facilities. This information is also available on the internet site maintained by the SEC at www.sec.gov. For a more detailed description of the available information, please refer to the section entitled “Where You Can Find More Information” beginning on page 76 of this Information Statement.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Information Statement, and the documents to which we refer you in this Information Statement, contain forward-looking statements that involve numerous risks and uncertainties which may be difficult to predict. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act, including, without limitation, statements regarding projections as described in “The Merger — Certain Company Forecasts” beginning on page 33 of this Information Statement or other prospective financial items, and the expected timing of the closing of the proposed Merger. The projections by the Company’s management included in this Information Statement reflect assumptions and estimates by management of the Company. Many of these assumptions and estimates are driven by factors beyond the control of the Company, and it can be expected that one or more of them will not materialize as expected or will vary significantly from actual results. Accordingly, you should not place undue reliance on these projections or any of the other forward-looking statements in this Information Statement, which are likewise subject to numerous uncertainties. All forward-looking statements included in this communication are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology.

No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the Company’s business, results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither the Company nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the Company’s control. These factors include, without limitation: conditions to the closing of the Merger may not be satisfied; the Merger may involve unexpected costs, liabilities or delays; the business of the Company may suffer as a result of uncertainty surrounding the transaction; the outcome of any legal proceedings related to the Merger; the Company may be adversely affected by other economic, business, and/or competitive factors; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; other risks to consummation of the Merger, including with respect to the financing and the risk that the Merger will not be consummated within the expected time period or at all; and other factors discussed in the Company’s news releases, public statements and/or filings with the SEC, including the Company’s most recent Annual and Quarterly Reports on Form 10-K and Form 10-Q, which are available at the SEC’s website at www.sec.gov. Many of these factors are beyond the control of the Company.

Additionally, the unaudited prospective financial information prepared by management of the Company included in this Information Statement reflects assumptions and estimates by management of the Company as of the date specified in the unaudited prospective financial information. Many of these assumptions and estimates are driven by factors beyond the control of the Company, and it can be expected that one or more of them will not materialize as expected or will vary significantly from actual results. No independent accountants have reviewed or provided any assurance with respect to the unaudited prospective financial information. Moreover, the Company does not undertake any obligation to update the unaudited prospective financial information and does not intend to do so. For the foregoing reasons, as well as the bases and assumptions on which the unaudited prospective financial information was compiled, the inclusion of the Company’s unaudited prospective financial information in this Information Statement should not be regarded as an indication that such information will be predictive of future results or events nor construed as financial guidance, and it should not be relied on as such or for any other purpose whatsoever.

Except for the Company’s ongoing obligations to disclose certain information as required by federal securities laws, the Company undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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THE PARTIES TO THE MERGER

The Company

Ply Gem Holdings, Inc.
5020 Weston Parkway, Suite 400
Cary, North Carolina 27513

Ply Gem is 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. These two segments produce a comprehensive product line of vinyl siding, designer accents, cellular PVC trim, vinyl fencing, vinyl railing, stone veneer, roofing, and vinyl windows and doors used in both the new construction market and the home repair and remodeling market in the United States and 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 more information about the Company, please visit our website at www.plygem.com. Our website address is provided as an inactive textual reference only. The information on the Company’s website is not incorporated into, and does not form part of, this Information Statement.

Parent

Pisces Midco, Inc.
c/o Clayton, Dubilier & Rice, LLC
375 Park Avenue, 18th Floor
New York, NY 10152

Parent is a Delaware corporation that is an indirect wholly owned subsidiary of funds sponsored by CD&R. Parent was formed on January 25, 2018 expressly for the Merger and the transactions contemplated by the Merger Agreement and the Atrium Purchase Agreement and conducts no other business. After the Closing, Parent will be the immediate parent company of the Company. Parent’s principal executive offices are located at 375 Park Avenue, 18th Floor, New York, New York 10152 and its telephone number is (212) 407-5200.

Merger Sub

Pisces Merger Sub, Inc.
c/o Clayton, Dubilier & Rice, LLC
375 Park Avenue, 18th Floor
New York, NY 10152

Merger Sub is a Delaware corporation that is a wholly owned subsidiary of Parent. Merger Sub was formed on January 25, 2018 expressly for the Merger and conducts no other business. At the Closing, Merger Sub will be merged with and into the Company, with the Company surviving. Merger Sub’s principal executive offices are located at 375 Park Avenue, 18th Floor, New York, New York 10152 and its telephone number is (212) 407-5200.

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THE MERGER

The following is a description of the material aspects of the Merger, which may not contain all of the information that is important to you and is qualified in its entirety by reference to the Merger Agreement attached to this Information Statement as Annex A. We encourage you to read carefully this entire Information Statement, including the Merger Agreement, for a more complete understanding of the Merger.

Background of the Merger

The Company has regularly evaluated different strategies for improving its competitive position and enhancing stockholder value. As part of these evaluations, the Company has, from time to time, considered various strategic alternatives in pursuing its business plan, including acquisitions, mergers, divestitures, joint ventures, collaborations and business combinations, such as a sale of the Company.

From October through November 2016, representatives of the Company met with several financial advisors, including Credit Suisse Securities (USA) LLC (“Credit Suisse”), to discuss a potential engagement as financial advisor with respect to the exploration of strategic alternatives.

Further to its evaluation of strategic alternatives, on December 5, 2016, the Company Board held a meeting, which was attended by the Company’s management and representatives of the Company’s legal counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP (referred to herein as “Paul Weiss”), and discussed engaging in a more formal review of strategic alternatives available to the Company. Representatives of Paul Weiss reviewed with the Company Board their fiduciary duties under applicable law and representatives of Credit Suisse were invited to present a review of certain strategic alternatives during the meeting, including a preliminary financial analysis regarding the Company based on publicly available information, and a discussion of the mergers and acquisitions market and the industries in which the Company operates. Following the discussion, the Company Board considered the potential engagement of Credit Suisse as an outside financial advisor to the Company in its review of strategic alternatives, based on among other things Credit Suisse’s credentials as a sophisticated investment bank with substantial knowledge and experience in the industries in which the Company operates and mergers and acquisitions generally. At the conclusion of the meeting, the Company Board authorized the Company’s management to negotiate the terms of Credit Suisse’s engagement as financial advisor to the Company and to direct Credit Suisse to develop a list of potential acquirers.

During December 2016 through early March 2017, at the direction of the Company Board, the Company and Credit Suisse commenced a process to explore a potential sale of the Company (which is referred to herein as the “2017 Process”), during which 39 potential acquirers (including both strategic acquirers and financial sponsors) were contacted. Of the parties contacted, 23 parties declined to explore a transaction with the Company, ten parties entered into confidentiality agreements with the Company and eight parties attended management meetings with the Company. Credit Suisse and Paul Weiss assisted representatives of the Company with the negotiation of confidentiality agreements, preparation and distribution of certain presentation materials to such third parties and responses to various due diligence requests.

On March 9, 2017, Timothy T. Hall, a member of the Company Board and a Managing Director at CI Capital Partners, an affiliate of the CI Partnerships, held a meeting with a representative of a potential strategic acquirer (which is referred to herein as “Party A”) after a representative of Party A contacted a representative of Credit Suisse to express interest in a potential transaction with the Company. Discussions with Party A did not progress significantly at that time following such meeting due to complexities related to the significant debt and equity financing commitments that Party A would need to obtain in order to consummate a transaction with the Company as well as the fact that Party A was a competitor of the Company.

The Company ultimately received two non-binding proposals during the 2017 Process. One proposal was made by a financial sponsor (which is referred to herein as “Party B”) for the potential acquisition of the Company at a stated value of  $19.00 per share. In summarizing the proposal to Gary E. Robinette, the Company’s Chief Executive Officer and Chairman of the Company Board, Shawn K. Poe, the Company’s Chief Financial Officer, and Mr. Hall, Credit Suisse noted that the actual value of Party B’s offer was

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meaningfully lower than its stated value, after taking into account certain adjustments contemplated by the offer. As a result, the CI Partnerships and the Company Board subsequently determined that the proposal was insufficient. On February 10, 2017, at the direction of the Company’s management, Credit Suisse notified Party B of the Company Board’s views.

The other proposal received in the 2017 Process was from a potential strategic acquirer for an offer price range of  $19.50 to $20.50 but was withdrawn after the proposing party completed subsequent preliminary due diligence and determined that an acquisition of the Company would yield limited synergies.

On March 14, 2017, at the direction of the Company Board, the Company terminated its active strategic review process and Credit Suisse’s engagement as financial advisor to the Company. However, the Company Board instructed the Company’s management to maintain contact with the various potential acquirers that had expressed interest during the 2017 Process.

From April through August 2017, the Company fielded a number of inquiries from various parties regarding a potential transaction with the Company. During this time, representatives of the Company’s management held multiple meetings with representatives of Party A and a financial sponsor (which is referred to herein as “Party C”) to discuss a potential transaction between each such party and the Company.

On April 15, 2017, the Company entered into a confidentiality agreement with Party A and on May 22, 2017, Mr. Robinette and Mr. Poe met with representatives of Party A to discuss a possible transaction between Party A and the Company.

On July 19, 2017, Mr. Robinette, Mr. Poe and Mr. Hall held a meeting with representatives of Party A to continue discussions with respect to a potential transaction between the Company and Party A. The parties discussed a variety of potential transaction structures at the meeting, including the acquisition of the Company by Party A and the acquisition of Party A by the Company. The Company determined that there were significant uncertainties about the ability of Party A to obtain the debt and equity financing necessary to complete an acquisition of the Company, but the Company was willing to explore the potential acquisition of Party A by the Company if certain risks relating to the parties’ critical commercial relationships and regulatory concerns about combining Party A with the Company could be addressed. The parties at the meeting noted that the synergies created by such a transaction could potentially increase the Company’s value but that the consummation of such a transaction would not result in an immediate realization event for the Company’s stockholders. A few days after the July 19, 2017 meeting, Mr. Robinette provided members of the Company Board with an update regarding discussions with Party A. During the months following the July 19, 2017 meeting, representatives of the Company and representatives of Party A continued discussions with respect to a potential transaction between the parties, shared certain confidential information pursuant to confidentiality arrangements and engaged outside advisors to assist in the evaluation of a potential transaction.

On July 25, 2017, as part of ordinary course coverage activities, representatives of Credit Suisse, including certain representatives of Credit Suisse that had participated in the previous engagement by the Company, met with Nathan K. Sleeper, a partner at Clayton, Dubilier & Rice, LLC (“CD&R”), which had not participated in the 2017 Process, to discuss, among other things, various opportunities and potential acquisition candidates, including the Company.

In early August 2017, Mr. Sleeper held a telephonic meeting with a representative of Credit Suisse and communicated CD&R’s interest in a potential acquisition of the Company. On August 23, 2017, a representative of Credit Suisse relayed Credit Suisse’s discussion with Mr. Sleeper to Mr. Robinette and Mr. Poe. Later that week, Mr. Sleeper held a telephonic meeting with a representative of Credit Suisse and reaffirmed CD&R’s interest in pursuing a potential acquisition of the Company.

At a meeting of the Company Board on September 14, 2017, the Company Board discussed the various strategic processes previously conducted by the Company, the third parties that had expressed interest in potentially pursuing a transaction with the Company since the 2017 Process and the potential reengagement of a financial advisor to explore potential strategic alternatives. Based on these discussions, the Company Board decided to authorize management and Mr. Hall to explore various strategic alternatives and to continue discussions with Party A with respect to a potential transaction and to contact representatives of CD&R, Party B and Party C.

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On September 22, 2017, Mr. Hall had a meeting with a representative of Party B. Party B expressed interest in potentially acquiring the Company at a value of  $20.00 per share and assured Mr. Hall that Party B had sufficiently reviewed its calculation of such offer price and the Company’s enterprise value. However, Party B indicated that it would need to engage third party consultants to conduct a detailed due diligence review of certain economic considerations in connection with any transaction between the Company and Party B. After the conclusion of the September 22, 2017 meeting, Party B was advised by representatives of the Company’s management that its proposed $20.00 per share offer price was insufficient. Shortly thereafter, the representative of Party B leading the discussions with the Company ceased to be employed by Party B and Party B thereafter did not express interest in continuing to pursue a potential transaction with the Company.

On September 24, 2017, Mr. Sleeper sent an e-mail to Mr. Hall expressing interest in meeting to discuss a potential transaction between CD&R and the Company.

On September 27, 2017, Mr. Hall and Mr. Sleeper held a meeting to discuss a potential transaction between CD&R and the Company. Mr. Sleeper expressed interest in CD&R acquiring the Company and combining it with Atrium, a company that CD&R was also interested in acquiring. Mr. Sleeper expressed interest in acquiring the Company at a value of  $20.00 per share and indicated that CD&R would assume all regulatory and financing-related risks. During the meeting, Mr. Hall indicated that an offer at $20.00 per share would be insufficient.

On October 16, 2017, Mr. Sleeper had a telephonic meeting with Mr. Hall and again expressed interest in CD&R acquiring the Company, but at a value of  $21.00 per share. Mr. Hall indicated that an offer at $21.00 per share would still be insufficient and suggested setting up a meeting with Mr. Sleeper for the purpose of explaining certain of the Company’s value drivers and the Company’s views as to why $21.00 per share was insufficient.

On October 23, 2017, Mr. Robinette and Mr. Poe held a meeting with representatives of Party A to continue discussions with respect to the potential acquisition of Party A by the Company.

On October 30, 2017, the Company entered into a confidentiality agreement with CD&R.

In early November 2017, Mr. Hall held additional meetings with Mr. Sleeper to further discuss a potential transaction between CD&R and the Company. During these meetings Mr. Hall and Mr. Sleeper discussed certain value drivers related to internal margin improvement initiatives and other factors that Mr. Hall believed should be reflected in CD&R’s offer price.

On November 20, 2017, Frederick Iseman, lead director of the Company Board, and Mr. Hall met with Donald Gogel, Chairman and Chief Executive Officer of CD&R, and Mr. Sleeper, to discuss an acquisition of the Company by CD&R. During the meeting, Mr. Sleeper reiterated CD&R’s expressed interest at $21.00 per share. Mr. Iseman and Mr. Hall indicated that an offer at $21.00 per share would be insufficient and CD&R did not indicate a willingness to increase its offer price.

On November 21, 2017, Mr. Hall had a telephonic meeting with a representative from Party C to discuss a potential acquisition of the Company by Party C. The representative from Party C indicated to Mr. Hall that Party C did not have adequate financial resources to acquire the Company.

Between December 12, 2017 and December 14, 2017, Mr. Hall and Mr. Sleeper had multiple telephonic meetings to discuss CD&R’s proposed offer price. During the discussions between Mr. Hall and Mr. Sleeper, Mr. Sleeper indicated that CD&R might be willing to increase its offer price above $21.00 per share. As part of these discussions, Mr. Hall communicated that the affiliate of the CI Partnerships party to the Tax Receivable Agreement, dated as of May 22, 2013 (the “Tax Receivable Agreement”) with the Company would be willing to reduce the payments owed to it under the Tax Receivable Agreement in consideration for a higher offer price.

On December 15, 2017, Mr. Hall and Mr. Sleeper had another telephonic meeting to discuss CD&R’s proposed offer price. During the meeting, the parties discussed an acquisition of the Company by CD&R at an offer price of  $21.64 per share based on an agreement that the payments under the Tax Receivable Agreement would be calculated based on a 21% federal corporate tax rate regardless of whether then-pending tax legislation was passed. Mr. Hall indicated that the CI Partnerships would likely find an

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offer price of  $21.64 per share to be acceptable and would be willing to submit that proposal to the Company Board for its consideration. Mr. Hall and Mr. Sleeper agreed that, if acceptable to the Company Board, the parties should target completing due diligence and entering into definitive documentation with respect to the transaction within approximately six weeks.

On December 15, 2017, the Company Board held a meeting with representatives from the Company’s management and representatives from Paul Weiss, who were present at the invitation of the Company Board. At the meeting, Paul Weiss reviewed with the Company Board the various legal considerations associated with evaluating CD&R’s offer, including the 2017 Process and the fiduciary duties of the directors. Following such discussion, the Company Board authorized the Company’s management to continue discussions with CD&R regarding a transaction, facilitate CD&R’s due diligence, reengage Credit Suisse as the Company’s financial advisor and instruct Credit Suisse to contact certain potential acquirers with respect to a potential transaction. The Company Board also requested that Paul Weiss begin to prepare a draft merger agreement that could be delivered to CD&R as well as any other interested party. At the meeting, members of the Company’s management also provided an update with respect to transaction discussions with Party A.

Following the Company Board meeting on December 15, 2017, at the direction of the Company Board, the Company’s management reengaged Credit Suisse as a financial advisor.

On December 20, 2017, Mr. Robinette and Mr. Poe held a meeting with representatives of Party A to discuss the potential acquisition of Party A by the Company. During the meeting, the parties discussed the possibility that any transaction between Party A and the Company would involve and implicate certain critical commercial relationships and that the parties would need to reach an agreement with respect to those critical commercial relationships before pursuing a transaction.

On December 22, 2017, Mr. Hall and Mr. Robinette, at the direction of the Company Board, held a telephonic meeting with Credit Suisse to discuss a list of potential acquirers for Credit Suisse to contact with respect to a potential transaction. The list included those potential acquirers that Mr. Hall and Mr. Robinette identified as being the most likely interested in pursuing a transaction with the Company, even if certain of such potential acquirers did not express interest during the 2017 Process.

On January 2, 2018 and January 3, 2018, Mr. Hall had telephonic meetings with a representative from Party A to inform Party A that the Company was prioritizing the pursuit of other strategic alternatives and therefore the Company would be suspending its discussions with Party A with respect to a potential acquisition of Party A by the Company. During these meetings, Mr. Hall communicated that another party had expressed an interest in acquiring the Company and a representative of Party A indicated to Mr. Hall that Party A might also have an interest in acquiring the Company. Mr. Hall responded that the Company’s management and Company Board would be receptive to exploring any such interest.

On January 3, 2018, at the request of Mr. Hall and Mr. Robinette, representatives of Credit Suisse contacted certain potential acquirers about a possible acquisition of the Company, only one of which expressed an interest in a possible transaction (which is referred to herein as “Party D”). While Party D expressed interest, it also noted that timing was not ideal.

On January 4, 2018, Mr. Robinette, Mr. Poe and representatives of CD&R held extensive due diligence discussions. Following those discussions and on various dates in January 2018, various members of the Company’s management held meetings with representatives of CD&R to continue due diligence discussions. During and following these discussions, neither representatives of the Company nor representatives of CD&R discussed future employment arrangements with respect to members of the Company’s management.

On January 9, 2018 Credit Suisse met with the chief executive officer of Party D to discuss a possible transaction. Discussions continued in the following days, and Credit Suisse emphasized to Party D the importance of proceeding quickly to execute a confidentiality agreement and conduct diligence, suggesting a meeting with the Company’s management on January 17, 18 or 19. Party D suggested the week of January 29 for a potential management meeting, citing other ongoing priorities and commitments.

On January 11, 2018, representatives of Paul Weiss called representatives of Debevoise & Plimpton LLP (which is referred to herein as “Debevoise”), external legal counsel to CD&R, to discuss the draft of

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the merger agreement being prepared by Paul Weiss. During the call, representatives of Debevoise indicated that, among other things, CD&R requested that the merger agreement provide for stockholder approval of the merger agreement pursuant to the written consent of the CI Partnerships (the “CI Partnerships’ Written Consent”). Representatives of Paul Weiss communicated to Debevoise that the merger agreement being prepared by Paul Weiss was drafted to provide for a transaction structured as a two-step merger (i.e., a tender offer followed by a back-end merger), with customary “fiduciary out” provisions enabling the Company to change its recommendation and/or terminate the merger agreement to accept a “superior proposal”.

On January 12, 2018, at the direction of the Company’s management, Paul Weiss delivered the initial draft of the merger agreement to Debevoise, which included the two-step structure and “fiduciary out” that had been discussed with the Company Board on December 15, 2018.

On January 16, 2018, representatives of the Company and CD&R held additional due diligence meetings.

On January 18, 2018, the Company Board held a telephonic meeting with representatives from the Company’s management, representatives from Credit Suisse and representatives from Paul Weiss, who were present at the invitation of the Company Board. At the meeting, representatives from Paul Weiss reviewed with the Company Board their fiduciary duties under applicable law and reviewed in detail the provisions of the current draft of the merger agreement being negotiated with CD&R. Representatives from Paul Weiss noted that the transaction structure currently proposed by the Company was a two-step merger and that the transaction structure proposed by CD&R was a merger approved by the delivery of the CI Partnerships’ Written Consent to be effective on the date of the merger agreement’s execution, which structure would eliminate the ability of the Company Board to consider other offers after delivery of the CI Partnerships’ Written Consent. Credit Suisse then provided the Company Board with a detailed review of its outreach to potential acquirers and the interest expressed by various potential acquirers. Credit Suisse reported that only one of the parties contacted, Party D, was interested in a potential transaction. Credit Suisse reported that it was assisting the Company’s management in assembling materials to make available to Party D and had advised Party D that time was of the essence and that Party D should promptly schedule a meeting with Company management. Credit Suisse then reviewed the terms of a non-binding proposal that the Company was expecting to formally receive from Party A later that day, which non-binding proposal contemplated an acquisition of the Company by Party A at a proposed offer price range of  $21.00 - $23.00 per share. The Company Board held a discussion with respect to the expected terms of Party A’s non-binding proposal, including Party A’s offer price range and the contingencies that were expected to be attached to Party A’s proposal (including the requirement that Party A raise third party equity and debt financing (which financing would be dependent upon the combined financials of Party A and the Company, rather than just the financials of the Company), the requirement to reach out to third parties for the additional equity capital because Party A indicated that affiliates of Party A would only be willing to provide a portion of the necessary equity capital, and the condition that the closing of the transaction would be subject to the sale of a portion of Party A’s business). At the conclusion of the meeting, the Company Board authorized the Company’s management to continue to pursue a sale of the Company with CD&R or any other interested acquirer, including Party A.

Later that day, Party A delivered the non-binding proposal to the Company containing the terms that had been discussed at the meeting of the Company Board earlier that day.

Following the Company’s receipt of the January 18 non-binding proposal from Party A, representatives from Paul Weiss and Party A’s legal counsel negotiated modifications of appropriate confidentiality arrangements and representatives of the Company and Paul Weiss discussed logistics with respect to providing data room access to Party A, a commercial competitor of the Company, and certain competitive considerations, including the need for a “clean room” and “clean teams” in order to protect the Company’s competitively sensitive information. Party A provided a due diligence request list to the Company and the Company began to review such diligence request list to identify and segregate competitively sensitively material.

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Following the January 18, 2018 Company Board meeting and at various times throughout January, Credit Suisse, at the direction of the Company Board, contacted Party D to update Party D on the Company’s proposed timing and urge Party D to move forward quickly if it was interested in a transaction with the Company.

On January 19, 2018, at the direction of the Company Board, representatives of Credit Suisse had a telephonic meeting with Party A to discuss the Board’s reservations regarding its proposal and allowing a competitor to conduct diligence, particularly in light of the highly conditional proposal.

On January 21, 2018, Debevoise delivered a revised draft of the merger agreement to Paul Weiss. The revised draft of the merger agreement provided for, among other things: (i) a one-step merger structure instead of the two-step merger structure proposed in Paul Weiss’s initial draft of the merger agreement, (ii) that the delivery and effectiveness of CI Partnerships’ Written Consent would occur within eight (8) hours of signing, (iii) a “reverse termination fee” of 5% of Company equity value as the Company’s sole and exclusive remedy in the event of either CD&R’s breach or failure to close and (iv) provisions providing CD&R greater flexibility with respect to its financing (corresponding to its desire to match the marketing period for the financing related to the acquisition of the Company to the marketing period for the financing related to the acquisition of Atrium).

On January 21, 2018, Party D entered into a confidentiality agreement with the Company.

On January 22, 2018, Debevoise delivered drafts of an equity commitment letter and limited guarantee.

Also, on January 22, 2018, Party D contacted Credit Suisse to request a meeting with the Company’s management on February 6, 2018, and Credit Suisse, at the direction of the Company Board, provided Party D with certain materials, including information regarding possible synergies which could result from a transaction, prepared by the Company to assist it in evaluating a possible transaction.

On January 23, 2018, representatives of Paul Weiss and Debevoise had a telephonic meeting to discuss certain issues related to the revised draft of the merger agreement, including (i) CD&R’s proposal that the CI Partnerships’ Written Consent would be delivered on the date that the merger agreement is entered into by the parties, (ii) the size of the reverse termination fee and (iii) CD&R’s proposed financing provisions.

Also on January 23, 2018, representatives of Party A sent a letter to Mr. Robinette and Mr. Hall reiterating Party A’s commitment to the January 18, 2018 offer and expressing Party A’s continued interest in acquiring the Company. Such letter included a statement that certain affiliates of Party A would backstop the common equity portion of the funding. The other material contingencies in Party A’s proposal were not addressed.

On January 25, 2018, the Company Board held a telephonic meeting with representatives from the Company’s management, representatives from Credit Suisse and representatives from Paul Weiss, who were present at the invitation of the Company Board. At the meeting, representatives of Paul Weiss reviewed with the Company Board their fiduciary duties under applicable law and members of the Company Board and the Company’s management presented a detailed update regarding the status of the Company’s negotiations with CD&R. The Company’s management also discussed with the Company Board its financial forecasts for the business under three different scenarios (see “The Merger — Certain Company Forecasts” beginning on page33 of this Information Statement) and the Company Board authorized Credit Suisse to rely on the financial forecasts referred to in that section as the Base Case for purposes of its financial analyses. Credit Suisse then provided the Company Board with a detailed review of its outreach to and conversations with potential acquirers, including a review of the terms of CD&R’s offer and the terms of the modified proposal made by Party A on January 23. The Company Board then discussed the relative strengths and weaknesses of the offer made by CD&R and the offer made by Party A. The Company Board agreed that Party A’s offer was, given the potential regulatory hurdles as well as the need to sell a portion of its business in order to complete its proposed acquisition of the Company, highly conditional and uncertain. In addition, Party A still needed to perform significant due diligence on the Company, which included a review of competitively sensitive information. The Company Board then directed Credit Suisse to discuss the contingencies contained in Party A’s proposal with Party A to determine whether such issues could be resolved promptly so as to not adversely affect the Company’s ability to continue to pursue a transaction with CD&R. At the conclusion of the meeting, the Company Board agreed to hold another meeting on January 30, 2018.

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Following the January 25, 2018 meeting, representatives of Credit Suisse contacted representatives of Party A to discuss the contingencies contained in Party A’s proposal.

On January 26, 2018, Paul Weiss delivered a revised draft of the merger agreement to Debevoise. The revised draft of the merger agreement provided for, among other things: (i) a one-step merger structure (as contemplated by the Debevoise draft of January 21, 2018) instead of the two-step merger structure along with a proposal that the CI Partnerships’ Written Consent would become effective on the thirty-first day following signing (thereby affording the Company a 30-day “no shop” period during which it could entertain unsolicited alternative transaction proposals that constituted or were reasonably likely to lead to “superior proposals” and could terminate the merger agreement to enter into a superior transaction upon payment of a “break-up” fee equal to 3% of the Company’s equity value), (ii) an increased reverse termination fee of 7.5% of the Company’s equity value and (iii) additional assurances with respect to CD&R’s financing obligations, including the removal of a number of uncertainties related to the financing of the Atrium transaction.

Later on January 26, 2018, representatives from Paul Weiss and Debevoise had a telephonic meeting to discuss certain issues related to the revised draft of the merger agreement, including the three items described above.

On January 27, 2018, Debevoise delivered a revised draft of the merger agreement to Paul Weiss. The revised draft of the merger agreement provided for, among other things: (i) that the CI Partnerships’ Written Consent would be delivered and become effective within eight hours of signing, (ii) a lower reverse termination fee of 6% of the Company’s equity value and (iii) increased flexibility with respect to CD&R’s financing obligations (corresponding to its desire to match the marketing period in respect of the financing related to the acquisition of the Company to the marketing period in respect of the financing related to the acquisition of Atrium).

On January 28, 2018, representatives of Paul Weiss and Debevoise had a telephonic meeting to discuss certain issues related to the revised draft of the merger agreement, including CD&R’s (i) proposal that the CI Partnerships’ Written Consent would be delivered and become effective on the date that the merger agreement is entered into between the parties and (ii) proposed financing terms.

On January 29, 2018, Paul Weiss delivered a revised draft of the merger agreement to Debevoise. The draft merger agreement delivered by Paul Weiss reflected the agreement of the parties with respect to substantially all of the open issues except that the draft merger agreement delivered by Paul Weiss provided (i) that the CI Partnerships’ Written Consent would become effective on the 31st day following signing (which would provide the Company with a 30 day “no shop” period during which it could entertain unsolicited alternative proposed transactions that constituted or was reasonably likely to lead to “superior proposals” and could terminate the merger to enter into a superior transaction upon payment of a “break-up” fee equal to 3% of the Company’s equity value), (ii) for an increased reverse termination fee of 7.5% of the Company’s equity value and (iii) for additional assurances with respect to CD&R’s financing obligations, including to address potential uncertainties related to the effect the timing of the financing of the Atrium transaction might have on the timing for completing the acquisition of the Company.

Later on January 29, 2018, Debevoise delivered a revised draft of the merger agreement to Paul Weiss. The revised draft of the merger agreement continued to contemplate the delivery and effectiveness of the CI Partnerships’ Written Consent within eight hours of signing but accepted the position contained in Paul Weiss’s prior draft regarding an increased reverse termination fee of 7.5% of the Company’s equity value.

During the evening of January 29, 2018 and the morning of January 30, 2018, Paul Weiss and Debevoise continued to negotiate the merger agreement and other transaction documentation (including the equity commitment letter and limited guarantee from a fund affiliated with CD&R).

During the morning of January 30, 2018, the Company Board held a telephonic meeting with representatives from the Company’s management, representatives from Credit Suisse and representatives from Paul Weiss, who were present at the invitation of the Company Board. At the meeting, members of the Company Board and the Company’s management presented a detailed update regarding the status of the Company’s negotiations of the merger agreement with CD&R. Members of management and representatives of Paul Weiss reported that CD&R was continuing to demand the delivery and effectiveness

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of the CI Partnerships’ Written Consent on the date of the merger agreement’s execution. Representatives from Paul Weiss reported that Paul Weiss had repeatedly insisted to representatives of Debevoise that the CI Partnerships’ Written Consent become effective on the thirty-first day after the date of signing; however, Debevoise had communicated to Paul Weiss that CD&R would not accept this construct. The Company Board then discussed CD&R’s proposal with respect to the timing of the delivery and effectiveness of the CI Partnerships’ Written Consent. Credit Suisse then noted that despite numerous requests by Credit Suisse to representatives of Party D, Party D had not agreed to schedule any meetings with Credit Suisse or the Company’s management for any date prior to early February. The Company Board then discussed, in consultation with its legal and financial advisors, Party A’s offer and the fact that it was highly conditional and Credit Suisse noted to the Company Board that Credit Suisse had informed Party A that the highly conditional nature of Party A’s offer continued to cause the Company Board concern from both a commercial and a transaction execution perspective. The Company Board then discussed the relative strengths and weaknesses of the offer made by CD&R and the offer made by Party A. Representatives from Paul Weiss then reviewed with the Company Board their fiduciary duties under applicable law. At the conclusion of the meeting, the Company Board agreed that Credit Suisse should contact Party A with respect to improving the terms and conditions of its offer. The Company Board also determined that Mr. Hall should contact CD&R to propose a transaction that did not include the delivery and effectiveness of the CI Partnerships’ Written Consent on the date of the merger agreement’s execution. In the event that CD&R insisted on such a construct, Mr. Hall was instructed to request that CD&R provide additional consideration in exchange for agreeing that the CI Partnerships’ Written Consent would become effective on the date of signing. The Company Board agreed to hold another meeting later that day.

During the day of January 30, 2018, Paul Weiss and Debevoise continued to negotiate the merger agreement and other transaction documentation (including the equity commitment letter and limited guarantee from a fund affiliated with CD&R). During these negotiations, Paul Weiss continued to request that the CI Partnerships’ Written Consent become effective 31 days after signing. Paul Weiss proposed significantly increasing its proposed 3% “break up” fee in exchange for CD&R accepting the Company’s proposal; however, Debevoise informed Paul Weiss that such proposal was not acceptable and that CD&R would only proceed if the CI Partnerships’ Written Consent were to be delivered within eight hours following execution of the merger agreement.

Also on January 30, 2018, representatives from Party A sent a letter to Mr. Robinette and Mr. Hall containing a non-binding acquisition proposal for $23.00 per share. The letter attempted to address a number of the Company Board’s concerns by proposing that affiliates of Party A would backstop the funding of the common equity, preferred equity and the proceeds from the sale of a portion of Party A’s business.

Later on January 30, 2018, Mr. Hall had a telephonic meeting with Mr. Sleeper to discuss the terms of the merger agreement. Mr. Sleeper communicated to Mr. Hall that CD&R would not enter into the merger agreement unless the merger agreement provided that the CI Partnerships’ Written Consent would be delivered and become effective within eight hours of signing. Mr. Hall sought additional consideration in exchange for accepting Mr. Sleeper’s demand with respect to the CI Partnerships’ Written Consent. Mr. Sleeper responded that $21.64 was CD&R’s highest and best offer and that CD&R would not increase its offer price. Mr. Sleeper reiterated that CD&R would stop pursuing the transaction if the Company Board could not agree to a $21.64 offer price with the delivery and effectiveness of the CI Partnerships’ Written Consent occurring on the date of signing. Mr. Hall and Mr. Sleeper also discussed the resolution of issues relating to the timing of the closing of the transaction and eliminating uncertainties related to the timing of the financing of the Atrium transaction.

During the evening of January 30, 2018, the Company Board held a telephonic meeting with representatives from the Company’s management, representatives from Credit Suisse and representatives from Paul Weiss, who were present at the invitation of the Company Board. At the meeting, representatives from Credit Suisse provided an update with respect to its discussions with Party A, whose offer (while improved) was still viewed by the Company Board (in consultation with its advisors) as including significantly more execution risk than the proposed transaction with CD&R. In particular, the Company Board was concerned that Party A still had significant due diligence to complete, that Party A had not yet provided debt financing commitments to the Company and that a transaction with Party A would likely

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involve greater regulatory risk as well as risk related to the acquisition financing to be obtained by Party A, which would be based on the pro forma financial statements of the Company and Party A. The Company Board also discussed various complexities with providing Party A, a commercial competitor of the Company, access to confidential information due to competitive sensitivities. Mr. Hall then provided an update regarding the status of negotiations with CD&R, including the fact that, in his discussions with Mr. Sleeper earlier in the day, Mr. Sleeper represented that CD&R would not increase its offer price and would not move forward with an acquisition of the Company unless the CI Partnerships’ Written Consent would be delivered and effective on the date of signing. Representatives from Paul Weiss then reviewed with the Company Board their fiduciary duties under applicable law and provided a detailed update on the key terms of the merger agreement, including a review of the financing-related provisions agreed to by CD&R. After a detailed discussion of the terms of the merger agreement, the Company Board directed the Company’s management and Paul Weiss to finalize the merger agreement and other transaction documents consistent with the terms presented and discussed at the meeting, including the requirement that the CI Partnerships’ Written Consent would be delivered and become effective on the date of the merger agreement’s execution.

During the evening of January 30, 2018 and early morning of January 31, 2018, Paul Weiss and Debevoise finalized the merger agreement and other transaction documentation.

On the morning of January 31, 2018, the Company Board held a telephonic meeting, which was attended by representatives from the Company’s management, Credit Suisse and Paul Weiss. Representatives of Paul Weiss reviewed with the Company Board their fiduciary duties under applicable law and reviewed in detail the provisions of the proposed merger agreement, which had previously been provided to the Company Board together with a summary thereof. Paul Weiss in particular noted that having the CI Partnerships’ Written Consent become effective on the date of signing would eliminate the ability of the Company Board to exercise any “fiduciary out” that would enable the Company to change its recommendation and/or terminate the merger agreement to accept a “superior proposal”. Credit Suisse then reviewed and discussed its financial analyses with respect to the Company and the proposed merger. Thereafter, at the request of the Company Board, Credit Suisse rendered its oral opinion to the Company Board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated the same date) as to, as of January 31, 2018, the fairness, from a financial point of view, to the holders of Common Stock, other than other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement. After careful consideration of various reasons to approve the Merger Agreement, and certain countervailing factors, the Company Board unanimously declared that the Merger Agreement, the Merger and the other transactions contemplated thereby were advisable and fair to and in the best interests of the Company and its stockholders, approved the form, terms and provisions of, and the transactions contemplated by, the Merger Agreement, including the Merger, and authorized the Company to enter into the Merger Agreement and perform each of its obligations thereunder, including the Merger and recommended that stockholders adopt the Merger Agreement.

Early in the morning on January 31, 2018, prior to the commencement of trading of the shares of the Common Stock on the NYSE, the parties executed the Merger Agreement and issued a joint press release announcing the transaction. Following the execution of the Merger Agreement, the CI Partnerships, holding approximately a 66.7 % ownership interest in the Company, delivered the CI Partnerships’ Written Consent, dated January 31, 2018, adopting and approving the Merger Agreement and the transactions contemplated thereby, which was delivered to CD&R promptly following the signing of the Merger Agreement, as contemplated by the Merger Agreement.

Reasons for the Merger

After careful consideration, the Company Board unanimously (i) declared that the Merger Agreement, the Merger and the other transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved the form, terms and provisions of, and the transactions contemplated by, the Merger Agreement, including the Merger, (iii) authorized the Company to enter into the Merger Agreement and perform each of its obligations thereunder, including the Merger, and (iv) recommended that the stockholders of the Company adopt the Merger Agreement ((i), (ii) and (iv),

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collectively, the “Board Recommendation”). In making its decision, the Company Board consulted with the Company’s management, as well as the Company’s advisors, and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

•

the belief of the Company Board, after consulting with its financial advisor and counsel, that the Company Board has, as a result of extensive negotiations with Parent, obtained the highest price per share of Common Stock that Parent is willing to pay as a result of the negotiations between the parties;

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•

the fact that the Merger Consideration is payable in cash, providing liquidity and certainty of value to holders of shares of Common Stock in comparison to either a transaction in which the Company’s stockholders would receive stock or the risks and uncertainty that would be inherent in continuing to operate the Company as an independent public company and executing the Company’s business plan;

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•

the fact that the Merger Consideration of  $21.64 per share to be received by the Company’s stockholders in the Merger represented a premium over the market prices at which shares of Common Stock had traded prior to the announcement of the execution of the Merger Agreement, including:

​

•

the fact that the Merger Consideration of  $21.64 per share of Common Stock represented a premium of approximately 20% compared to the closing price for shares of Common Stock of  $18.10 as of January 30, 2018; and

​

•

the fact that the Merger Consideration of  $21.64 per share of Common Stock represented a premium of approximately 10% compared to the highest closing price for shares of Common Stock during the twelve months preceding January 30, 2018;

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•

the financial analyses reviewed and discussed with the Company Board by representatives of Credit Suisse as well as the oral opinion of Credit Suisse rendered to the Company Board on January 31, 2018 (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated the same date) as to, as of January 31, 2018, the fairness, from a financial point of view, to the holders of Common Stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement, as described below in “The Merger — Opinion of the Company’s Financial Advisor” beginning on page 27 of this Information Statement;

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•

the Company Board’s understanding of  (i) the business, operations, financial condition and prospects of the Company, (ii) the fact that the Company and its advisors actively sought proposals from other potentially interested counterparties to a potential transaction, including both financial and strategic entities, who were viewed as the most likely buyers that would have both the strategic interest and the financial capability to pursue a transaction with the Company, (iii) the possible alternatives to the sale of the Company, including continuing to operate the Company as an independent public company and (iv) the range of potential benefits to the stockholders of the Company of each of the alternatives in clauses (ii), (iii) and (iv), from which the Company Board concluded that the Merger Agreement and the transactions contemplated thereby, including the Merger, represent the Company’s best reasonably available alternative for maximizing stockholder value, taking into account factors such as (x) the timing and the likelihood of accomplishing any of the alternatives to the Merger, including securing an alternative transaction at a comparable or better price on similar terms and conditions as those in the Merger Agreement and the likelihood of consummating such transaction, (y) the need for additional investment resources to accomplish such alternatives and the risks of failing to successfully effect such alternatives, including the business, competitive, industry and market risks applicable to the Company, and (z) the potential market and execution risks associated with the Company’s long-term plan and going forward as an independent company. Ultimately, the belief of the Company Board, after consultation with its advisors, was that the Merger Consideration will enable the Company’s stockholders to realize a substantial portion of the Company’s potential future value without the market or execution risks associated with continued operation as a stand-alone company;

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•

the support of the CI Partnerships, which controlled approximately 66.7% of the aggregate voting power of the shares of Common Stock as of January 31, 2018 and which will be receiving the same form and amount of Merger Consideration for their shares of Common Stock as all other stockholders;

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•

the fact that all holders of shares of Common Stock (other than Canceled Shares and Appraisal Shares) will receive the same form and amount of consideration per share of Common Stock in connection with the Merger;

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the Company Board’s beliefs about the likelihood that the Merger would be consummated, in light of, among other things, Parent’s agreement in the Merger Agreement to use its reasonable best efforts to consummate the Merger (upon the terms and subject to the conditions of the Merger Agreement);

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the fact that Parent and Merger Sub do not have a condition in the Merger Agreement related to their receipt of financing and that Parent represented in the Merger Agreement to the Company that, assuming the financing is funded on the date of the Closing in accordance with the financing commitment letters, the amount of funding to be provided in the financing is sufficient to consummate the Merger, including payment of the Merger Consideration and the consideration in respect of the Options and the Restricted Stock, any other repayment or refinancing of debt that may be contemplated in the Merger and the payment of all related fees and expenses. The Company Board also considered the terms and conditions of the financing commitments Parent obtained in connection with the Merger;

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the fact that the housing market is cyclical, can have a significant difference between the peak and trough of a cycle and has had an extended period of growth;

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the Company Board’s beliefs about the likelihood that regulatory and other governmental approvals that are required in connection with the Merger would be obtained without unacceptable conditions and Parent’s obligations to effect remedies to obtain antitrust approvals;

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the terms and conditions of the Merger Agreement, as reviewed by the Company Board with its legal advisors, including:

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the limited number and nature of the conditions to Parent’s and Merger Sub’s obligation to consummate the Merger;

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the terms of the Merger Agreement providing the Company sufficient operating flexibility to conduct its business in the ordinary course until the earlier of the consummation of the Merger or the termination of the Merger Agreement;

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the fact that Parent’s and Merger Sub’s obligation to complete the Merger is not subject to any financing condition, the limited number and nature of the conditions to funding set forth in the financing commitment letters and the obligation of Parent and Merger Sub to use their reasonable best efforts to obtain the financing;

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•

the inclusion of a sizeable reverse termination fee to be paid to the Company by Parent upon termination of the Merger Agreement under specified circumstances and on the terms and subject to the conditions set forth in the Merger Agreement, the amount of which, if and when payable, would be $112,500,000;

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the ability of the Company, under certain circumstances, to seek specific performance to prevent certain breaches of the Merger Agreement by Parent and Merger Sub and to enforce specifically the terms and conditions of the Merger Agreement;

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the availability of appraisal rights to the stockholders of the Company who comply with all of the required procedures under Section 262 of the DGCL for exercising such rights, which allow such holders to seek appraisal of the “fair value” of their stock as determined by the Delaware Court in lieu of receiving the Merger Consideration;

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•

the fact that the termination date of June 29, 2018 under the Merger Agreement, after which either party, subject to certain exceptions, can terminate the Merger Agreement, allows for sufficient time to consummate the Merger;

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the experience, reputation and financial capability of the Sponsor, which formed Parent, and its ability to complete its proposed financing or alternative financing to be able to complete the Merger (and the Company’s remedies against Parent if Parent is unable to complete its proposed financing or alternative financing, including, potentially, payment by Parent of the reverse termination fee); and

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the definitive agreement between Parent and the Sponsor regarding the provision by the Sponsor of committed equity financing and the Debt Commitment Letter.

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The Company Board also considered a number of uncertainties, risks and potentially negative factors in its deliberations concerning the Merger, including, but not limited to, the following factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

•

the concern of the Company Board regarding the possible disruption of the Company’s business that could result from announcement of the Merger and the resulting distraction of management’s attention from day-to-day operations of the business and its ability to attract and retain key employees during the pendency of the Merger;

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the fact that following completion of the Merger, the Company will no longer exist as an independent public company and that, as the Merger Agreement provides for all cash consideration, the Company’s existing stockholders will no longer participate in the potential future growth in the Company’s assets, future earnings growth, future appreciation in value of shares of Common Stock or any future dividends;

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•

that, as a condition to paying $21.64 per share of Common Stock, Parent insisted that the terms of the Merger Agreement: (i) require the Company seek to deliver a written consent, executed by the CI Partnerships, that constitutes the stockholder approval necessary to consummate the Merger and (ii) prohibit the Company and its representatives from engaging in discussions regarding unsolicited proposals and terminating the Merger Agreement in favor of a Superior Proposal following the receipt of the Written Consent;

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the fact that the consummation of the Merger may be delayed or not occur at all, and the Company Board’s beliefs about the adverse impact such event would have on the Company and its business, including the potential loss of employees, potential diversion of management’s attention from other strategic priorities, reduction on the trading price of the Common Stock and the potential adverse effect on customer and other commercial relationships;

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the fact that any gain from an all-cash transaction such as the Merger generally will be taxable to the Company’s U.S. Holders for U.S. federal income tax purposes;

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the fact that the Company, on the terms and subject to the conditions set forth in the Merger Agreement, must pay a termination fee to Parent in an amount of, if and when payable, $45,000,000 in cash if the Merger Agreement is terminated under certain circumstances;

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the fact that, while the Merger is expected to be completed, there are no assurances that all conditions to the parties’ obligations to complete the Merger will be satisfied or waived, and as a result, it is possible that the Merger may not be completed upon the terms and subject to the conditions set forth in the Merger Agreement;

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the fact that the reverse termination fee is not available in all instances where the Merger Agreement may be terminated and is the Company’s only recourse in respect of termination when it is available;

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the fact that Parent and Merger Sub are newly formed entities with essentially no assets other than equity and debt commitments, and that, notwithstanding the Company’s specific performance remedy under the Merger Agreement, the Company’s remedy in the event of breach of the Merger

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Agreement by Parent or Merger Sub may be limited to receipt of the reverse termination fee provided under the Merger Agreement, which is guaranteed by the Sponsor, and that under certain circumstances the Company may not be entitled to a termination fee at all;

•

the fact that Parent’s, Merger Sub’s and the Sponsor’s monetary damages under the Merger Agreement or limited guarantee, as applicable, cannot exceed the amount of the reverse termination fee payable by Parent and Merger Sub, other than for limited specified reimbursement and indemnification obligations under the Merger Agreement;

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the risks that (i) the debt financing contemplated by the Debt Commitment Letter (or any alternative financing) might not be obtained, resulting in Parent potentially not having sufficient funds to complete the Merger, (ii) while the Company may seek specific performance, such specific performance may only be sought if debt financing is available to Parent and (iii) the marketing period contemplated under the Merger Agreement may be delayed in connection with the Atrium Acquisition, resulting in a delay in closing the Merger;

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the fact that the Company has incurred and will incur substantial expenses related to the transactions contemplated by the Merger Agreement, regardless of whether the Merger is consummated; and

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the fact that the Merger Agreement prohibits the Company from taking a number of actions relating to the conduct of its business prior to the closing without the prior consent of Parent, which may delay or prevent the Company from undertaking business opportunities that may arise during the pendency of the Merger, whether or not the Merger is completed.

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In addition, the Company Board was aware of and considered the interests that the Company’s directors and officers may have with respect to the Merger that differ from, or are in addition to, their interests as stockholders of the Company generally, as described in “The Merger — Interests of our Directors, Executive Officers and Affiliates in the Merger” beginning on page 37 of this Information Statement.

The Company Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger were outweighed by the potential benefits that it expected the Company and the Company’s stockholders would achieve as a result of the Merger. The foregoing discussion summarizes the material information and factors considered by the Company Board in its consideration of the Merger. The Company Board reached the decision to recommend and approve the Merger Agreement and the transactions contemplated thereby, including the Merger, as applicable, in light of the factors described above and other factors that each member of the Company Board believed were appropriate. In view of the variety of factors and the quality and amount of information considered, the Company Board did not find it practicable to and did not quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations. In addition, individual members of the Company Board may have given different weight to different factors. The Company Board conducted an overall analysis of the factors described above, including thorough discussions with, and questioning of, management of the Company, its financial advisor, and the Company’s legal advisors, and considered the factors overall to be favorable to, and to support, its determinations. It should be noted that this explanation of the reasoning of the Company Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 13 of this Information Statement.

Opinion of the Company’s Financial Advisor

On January 31, 2018, Credit Suisse rendered its oral opinion to the Company Board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion dated the same date) as to, as of January 31, 2018, the fairness, from a financial point of view, to the holders of Common Stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement.

Credit Suisse’s opinion was directed to the Company Board, and only addressed the fairness, from a financial point of view, to the holders of Common Stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger and did not address any other aspect or implication

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of the Merger. The summary of Credit Suisse’s opinion in this Information Statement is qualified in its entirety by reference to the full text of its written opinion, which is included as Annex D to this Information Statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Credit Suisse in connection with the preparation of its opinion. However, neither Credit Suisse’s written opinion nor the summary of its opinion and the related analyses set forth in this Information Statement is intended to be, and they do not constitute, advice or a recommendation to any stockholder as to how such stockholder should vote or act with respect to any matter relating to the Merger.

In arriving at its opinion, Credit Suisse:

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reviewed an execution copy of the Merger Agreement;

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reviewed certain publicly available business and financial information relating to the Company;

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reviewed certain other information relating to the Company provided to or discussed with Credit Suisse by the Company, including (x) the Company Forecasts prepared by the Company’s management (the portion of such forecasts that have been authorized by the Company for Credit Suisse’s use in connection with its analyses and opinion are referred to in this section as the “Base Case Company Forecasts”, a summary of which is included in this Information Statement under “The Merger — Certain Company Forecasts”) and (y) estimates reflected therein prepared by the Company’s management regarding (i) the Company’s net operating loss tax carryforwards (“NOLs”), (ii) the Company’s ability in the absence of the Merger to utilize those NOLs in the future and (iii) the financial impact attributable to the Company’s existing tax receivable agreement;

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spoke with the management of the Company and certain of its representatives regarding the business and prospects of the Company;

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considered certain financial and stock market data of the Company, and compared that data with similar data for companies with publicly traded equity securities in businesses Credit Suisse deemed similar to those of the Company;

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considered, to the extent publicly available, the financial terms of certain business combinations and other transactions which had been effected or announced; and

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considered such other information, financial studies, analyses and investigations and financial, economic and market criteria which Credit Suisse deemed relevant.

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In connection with its review, Credit Suisse did not independently verify any of the foregoing information, and Credit Suisse assumed and relied upon such information being complete and accurate in all material respects. With respect to the Base Case Company Forecasts (including forecasts as to the Company’s anticipated utilization of its NOLs), management of the Company advised Credit Suisse and Credit Suisse assumed, with the Company’s consent, that such forecasts had been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. At the Company’s direction, Credit Suisse assumed that the Base Case Company Forecasts were a reasonable basis upon which to evaluate the Company and the Merger and, at the Company’s direction, Credit Suisse relied upon the Base Case Company Forecasts for purposes of its analyses and opinion. Credit Suisse expressed no view or opinion with respect to the Base Case Company Forecasts or the assumptions and methodologies upon which they were based.

For purposes of its analyses and opinion, with the consent of the Company Board, Credit Suisse also assumed that, in the course of obtaining any regulatory or third party consents, approvals or agreements in connection with the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on the Company or the contemplated benefits of the Merger, that the Merger would be consummated in accordance with all applicable federal, state and local laws, and that the Merger would be consummated in accordance with the terms of the Merger Agreement, without waiver, modification or amendment of any term, condition or agreement thereof that is material to Credit Suisse’s analyses or opinion. In addition, Credit Suisse was not requested to make, and did not make, an independent evaluation

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or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor was Credit Suisse furnished with any such evaluations or appraisals. With the Company’s consent, Credit Suisse also assumed that the final form of the Merger Agreement, when executed by the parties thereto, would conform to the draft reviewed by Credit Suisse in all respects material to its analyses and opinion.

Credit Suisse’s opinion addressed only the fairness, from a financial point of view, to the holders of Common Stock, other than the Excluded Holders, of the Merger Consideration to be received by such holders in the Merger pursuant to the Merger Agreement and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding entered into in connection therewith or otherwise, including, without limitation, the form or structure of the Merger, any tax receivable agreement (including any obligations or amounts payable thereunder) and the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received or otherwise payable to any officers, directors, employees, securityholders or affiliates of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, Credit Suisse did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, intellectual property, tax, environmental, executive compensation or other similar professional advice. Credit Suisse assumed that the Company had or would obtain such advice or opinions from the appropriate professional sources. In that regard, Credit Suisse had been advised that the Base Case Company Forecasts reflected the best currently available estimates and judgments of the Company’s management regarding the potential impact of recent changes in U.S. tax laws and regulations on the future financial performance of the Company, as to which impact Credit Suisse expressed no view or opinion. The issuance of Credit Suisse’s opinion was approved by its authorized internal committee.

Credit Suisse’s opinion was necessarily based upon information made available to Credit Suisse as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on the date of its opinion. Credit Suisse did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Credit Suisse’s attention after the date of its opinion. Credit Suisse’s opinion did not address the relative merits of the Merger as compared to alternative transactions or strategies that might have been available to the Company, nor did it address the underlying business decision of the Company Board or the Company to proceed with or effect the Merger.

Credit Suisse’s opinion was for the information of the Company Board (in its capacity as such) in connection with its consideration of the Merger. Credit Suisse’s opinion did not constitute a recommendation to the Company Board with respect to the proposed Merger or advice or any recommendation to any stockholder as to how such stockholder should vote or act on any matter relating to the proposed Merger.

In preparing its opinion to the Company Board, Credit Suisse performed a variety of analyses, including those described below. The summary of Credit Suisse’s financial analyses is not a complete description of the analyses underlying Credit Suisse’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaptation and application of those methods to the unique facts and circumstances presented. As a consequence, neither Credit Suisse’s opinion nor the analyses underlying its opinion are readily susceptible to partial analysis or summary description. Credit Suisse arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, analytic method or factor. Accordingly, Credit Suisse believes that its analyses must be considered as a whole and that selecting portions of its analyses, analytic methods and factors, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying its analyses and opinion.

In performing its analyses, Credit Suisse considered business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, business or transaction used in Credit Suisse’s analyses for comparative purposes is identical to the Company or the proposed Merger. While the results of each analysis were taken into account in reaching its overall conclusion with respect to fairness, Credit Suisse did not make separate

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or quantifiable judgments regarding individual analyses. The implied valuation reference ranges indicated by Credit Suisse’s analyses are illustrative and not necessarily indicative of actual values nor predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the Company’s control and the control of Credit Suisse. Much of the information used in, and accordingly the results of, Credit Suisse’s analyses are inherently subject to substantial uncertainty.

Credit Suisse’s opinion and analyses were provided to the Company Board in connection with its consideration of the proposed Merger and were among many factors considered by the Company Board in evaluating the proposed Merger. Neither Credit Suisse’s opinion nor its analyses were determinative of the Merger Consideration or of the views of the Company Board with respect to the proposed Merger.

Financial Analyses

The following is a summary of the material financial analyses performed in connection with the preparation of Credit Suisse’s opinion rendered to the Company Board on January 31, 2018. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Credit Suisse’s analyses.

For purposes of its analyses, Credit Suisse reviewed a number of financial metrics including:

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Enterprise Value — generally the value as of a specified date of the relevant company’s outstanding equity securities (taking into account its options and other outstanding convertible securities) plus the value as of such date of its net debt (the value of its outstanding indebtedness, preferred stock, capital lease obligations and non-controlling interest less the amount of cash and equity investments on its balance sheet).

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Adjusted EBITDA — generally the amount of the relevant company’s earnings before interest, taxes, depreciation and amortization for a specified time period, as adjusted for certain non-recurring items.

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Selected Companies Analyses Regarding the Company

Credit Suisse considered certain financial and stock market data for the Company and selected companies with publicly traded equity securities Credit Suisse deemed relevant. The selected companies were selected because they were deemed to be similar to the Company in one or more respects. Share prices for the selected companies used in the selected companies analysis described below are as of January 30, 2018. The estimates of the Company’s future financial performance for the calendar year ending December 31, 2018 used in the selected companies analysis described below were based on the Base Case Company Forecasts. Estimates of the future financial performance of the selected companies listed below for the calendar year ending December 31, 2018 were based on publicly available research analyst estimates for those companies.

Credit Suisse categorized the selected companies as either Primary Peers or Residential Reference Peers. The former group included companies with businesses considered to be similar in one or more respects and the latter group were selected due to their exposures to the residential construction market. Credit Suisse reviewed, for each of the selected companies, Enterprise Value as a multiple of estimated Adjusted EBITDA for the calendar year ended December 31, 2018, or “CY 2018E Adj. EBITDA.” The companies selected by Credit Suisse and the means and medians for the multiples considered by Credit Suisse in its analysis were:

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JELD-WEN Holding, Inc.
Masonite International Corporation
PGT Innovations, Inc.
Quanex Building Products Corporation

Masco Corporation
Fortune Brands Home & Security, Inc.
James Hardie Industries plc
Louisiana-Pacific Corporation
Trex Company, Inc.
American Woodmark Corporation

The means and medians for all of the selected companies identified above were:

Taking into account the results of the selected companies analysis, Credit Suisse applied a multiple range of 8.0x to 10.0x to the estimates of the Company’s management of Adjusted EBITDA for the calendar year ending December 31, 2018. The selected companies analysis indicated an implied reference range per share of Common Stock of  $17.83 to $25.11, after giving effect to the Company’s estimates of its obligations under the Company’s tax receivable agreement, as compared to the proposed Merger Consideration in the Merger pursuant to the Merger Agreement of  $21.64.

Selected Transactions Analysis Regarding the Company

Credit Suisse also considered the financial terms of certain business combinations and other transactions Credit Suisse deemed relevant. The selected transactions were selected because the target companies were deemed to be similar to the Company in one or more respects. Credit Suisse reviewed for the selected transactions the implied Enterprise Value (based on the consideration proposed to be paid in the selected transactions as of the date of announcement) as a multiple of Adjusted EBITDA for the last twelve months, or “LTM Adj. EBITDA,” except that, with respect to the Company’s acquisition in 2014 of Simonton Windows listed in the table below, Credit Suisse reviewed the Enterprise Value as a multiple of Adjusted EBITDA for calendar year 2014 based on an estimate included by the seller in its press release issued in connection with the announcement of the transaction and as confirmed by the Company. The selected transactions and the median Enterprise Value to LTM Adj. EBITDA multiples (including the Enterprise Value to calendar year 2014 Adjusted EBITDA multiple implied by the Company’s acquisition of Simonton Windows) were:

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Taking into account the results of the selected transactions analysis, Credit Suisse applied a multiple range of 9.5x to 11.5x to the estimates of the Company’s management of Adjusted EBITDA for calendar year 2017. The selected transactions analysis indicated an implied reference range per share of Common Stock of  $20.14 to $26.75, after giving effect to the Company’s estimates of its obligations under the Company’s tax receivable agreement, as compared to the proposed Merger Consideration in the Merger pursuant to the Merger Agreement of  $21.64.

Discounted Cash Flow Analysis Regarding the Company

Credit Suisse also performed a discounted cash flow analysis with respect to the Company. Credit Suisse calculated the estimated net present value of the projected unlevered, after-tax free cash flows of the Company based on the Base Case Company Forecasts. For purposes of the discounted cash flow analyses, Credit Suisse applied discount rates ranging from 7.5% to 9.0% and terminal value multiples ranging from 7.0x to 9.0x to the estimates of the Company’s management of fiscal year 2022 Adjusted EBITDA. The discounted cash flow analysis indicated an implied reference range per share of Common Stock of  $19.40 to $27.56, after giving effect to the Company’s estimates regarding its anticipated utilization of its net operating loss tax carryforwards and its obligations under the Company’s tax receivable agreement, as compared to the proposed Merger Consideration in the Merger pursuant to the Merger Agreement of $21.64.

Other Matters

The Company retained Credit Suisse as its financial advisor in connection with the proposed Merger based on Credit Suisse’s qualifications, experience and reputation as an internationally recognized investment banking and financial advisory firm. Credit Suisse will become entitled to receive a transaction fee, currently estimated to be approximately $18 million, based on the implied value of the proposed Merger, $3 million of which became payable upon the rendering of Credit Suisse’s opinion and the balance

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of which will become payable upon the closing of the Merger. In addition, the Company has agreed to reimburse Credit Suisse for certain of its expenses and indemnify Credit Suisse and certain related parties for certain liabilities and other items arising out of or related to its engagement.

Credit Suisse and its affiliates have in the past provided and currently are providing investment banking and other financial advice and services to the Company and its affiliates for which advice and services Credit Suisse and its affiliates have received and would expect to receive compensation, including among other things, during the past two years, having been and continuing to be a lender to the Company. Credit Suisse and its affiliates have in the past provided and currently are providing investment banking and other financial advice and services to Parent and its affiliates, including portfolio companies of affiliates of Parent, for which advice and services Credit Suisse and its affiliates have received and would expect to receive compensation, including among other things, during the past two years, having acted or acting (i) as financial advisor to CD&R and certain of its affiliates and portfolio companies in connection with certain sale and acquisition transactions and (ii) in various roles in connection with securities offerings and other financings by CD&R and certain of its affiliates and portfolio companies. Among other transactions for CD&R and its affiliates during the past two years, Credit Suisse and its affiliates were: (i) an arranger of debt financing relating to CD&R’s acquisition of a majority stake in SunSource Holdings, Inc. announced in 2017; (ii) an arranger of debt financing and an initial purchaser of notes relating to CD&R’s acquisition of Core & Main LP announced in 2017; (iii) an arranger of debt financing relating to CD&R’s acquisition of a majority stake in Capco and the FIS Risk and Compliance consulting and Energy Trading consulting businesses announced in 2017; (iv) an arranger of debt financing relating to CD&R’s and CareCapital’s acquisition of Carestream Dental, the dental digital business of Carestream Health, announced in 2017; (v) an underwriter in a secondary public offering of shares of common stock of NCI Building Systems, Inc. (“NCI”) in 2016 and an arranger of debt financing for NCI in 2017 and 2018; (vi) an underwriter of shares of common stock of Atkore International Group Inc. (“Atkore”) in 2016 and 2017 and an arranger of debt financing for Atkore in 2016; (vii) an underwriter in a secondary public offering of shares of common stock of Beacon Roofing Supply, Inc. in 2016; (viii) an underwriter in the initial public offering of shares of common stock of US Foods Holding Corp. (“US Foods”) in 2016 and an underwriter in secondary public offerings of shares of common stock of US Foods in 2017; and (ix) an arranger of debt financing relating to the merger of TruGreen, a CD&R portfolio company, with the Scotts LawnService business announced in 2015 and an arranger of debt financing for TruGreen in 2017. Credit Suisse and its affiliates may in the future provide investment banking and other financial advice and services to the Company, Parent and their respective affiliates for which advice and services we and its affiliates would expect to receive compensation. In addition, Credit Suisse and certain of its affiliates, and certain of its and their respective employees and certain investment funds affiliated or associated with us, may have investments in funds managed or advised by the investment firms whose affiliates are stockholders of Parent and the Company. Credit Suisse is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial advice and services. In the ordinary course of business, Credit Suisse and its affiliates may acquire, hold or sell, for its and its affiliates’ own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of the Company, Parent and any other company that may be involved in the Merger, as well as provide investment banking and other financial advice and services to such companies and their affiliates.

Certain Company Forecasts

The Company does not as a matter of course publicly disclose forecasts or projections of its future performance, revenues, earnings, financial condition or other results due to, among other reasons, the uncertainty and subjectivity of the underlying assumptions and estimates. However, as part of the Company Board’s review process, management prepared financial projections of the Company (“Company Forecasts”) that were made available to the Company Board and Credit Suisse in connection with its analyses described under “The Merger — Opinion of the Company’s Financial Advisor” beginning on page 27 of this Information Statement as well as to Parent.

The Company Forecasts represent the Company’s internally prepared unaudited prospective financial information and were based on estimates and assumptions made by management in the first quarter of 2018 and speak only as of that time. The Company Forecasts were not prepared with a view toward public disclosure. They are being included because, at the direction of the Company, the Base Case Company

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Forecasts were used by Credit Suisse in connection with its analyses described under “The Merger — Opinion of the Company’s Financial Advisor” beginning on page 27 of this Information Statement and because the Company Forecasts were made available to Parent in connection with its diligence concerning the Company. The inclusion of this information should not be regarded as an indication that the Company, the Company Board, Credit Suisse, Parent, any advisor to or representative of any of the foregoing, or any other recipient of this information considered, or now considers, the Company Forecasts to be necessarily predictive of actual future results, and the Company Forecasts should not be relied upon as such.

Management’s internal financial forecasts, including the Company Forecasts and the assumptions upon which the Company Forecasts were based, are subjective in many respects and thus subject to interpretation. Although presented with numerical specificity, the Company Forecasts were based upon a variety of estimates and numerous assumptions made by the Company’s management with respect to, among other matters, industry performance, general business, economic, market and financial conditions and other matters, including the factors described under “Cautionary Statement Concerning Forward-Looking Information”, many of which are difficult to predict, are subject to significant economic and competitive uncertainties, and are beyond the Company’s control. In addition, since the Company Forecasts cover multiple years, such information by its nature becomes less reliable with each successive year. As a result, there can be no assurance that the estimates and assumptions made in preparing the Company Forecasts will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected.

The Company Forecasts are not intended to comply with U.S. Generally Accepted Accounting Principles (“GAAP”), the published guidelines of the SEC regarding financial projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections and forecasts. The Company Forecasts include financial metrics that were not prepared in accordance with GAAP. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by other companies. Neither KPMG LLP, the Company’s independent registered public accounting firm, nor any other independent registered public accounting firm has examined, compiled or performed any procedures with respect to the Company Forecasts, and, accordingly, neither KPMG LLP nor any other public accounting firm expresses an opinion or any other form of assurance with respect to the Company Forecasts. KPMG LLP reports included in the Company’s filings with the SEC relate solely to the Company’s historical financial information and internal controls. They do not extend to the prospective financial information and should not be read to do so.

The Company Forecasts are forward-looking statements and were based on numerous variables and assumptions that are inherently uncertain. Important factors that may affect actual results and cause the Company Forecasts not to be achieved include, but are not limited to, risks and uncertainties and other factors described or referenced under “Cautionary Statement Concerning Forward-Looking Statements” and other risk factors described in the Company’s filings with the SEC that could cause actual results to differ materially from those shown below. The Company’s stockholders are urged to review the Company’s most recent SEC filings for a description of the Company’s reported results of operations and financial condition during the fiscal year ended December 31, 2016 and for the nine months ended September 30, 2017. The Company Forecasts reflect assumptions that are difficult to predict and subject to change and may not reflect current prospects for the Company’s business, changes in general business or economic conditions, or any other transaction or event that has occurred or that may occur and that was not anticipated when the Company Forecasts were prepared. In addition, the Company Forecasts do not take into account any of the transactions contemplated by the Merger Agreement that might also cause actual results to differ materially. Accordingly, there can be no assurance that the Company Forecasts will be realized or that the Company’s future financial results will not materially vary from the Company Forecasts.

No one has made or makes any representation regarding the information included in the Company Forecasts. Readers of this Information Statement are cautioned not to rely unduly, if at all, on the Company Forecasts. Some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or effects, may have changed since the date the Company Forecasts were

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prepared. The Company has not updated and does not intend to update or otherwise revise the Company Forecasts to reflect circumstances existing after the date when made or to reflect the occurrence or non-occurrence of future events, even if any or all of the assumptions on which the Company Forecasts were based are shown to be in error. The Company has made no representation to Parent or Merger Sub in the Merger Agreement or otherwise concerning the Company Forecasts.

The following table presents the Company Forecasts (unaudited):

Financing

Parent estimates the total amount of funds necessary to complete the Merger and the related transactions to be approximately $2.5 billion, which includes approximately $1.5 billion to be paid to Company stockholders and holders of other equity-based interests in the Company, with the remainder to be applied to refinancing the Company’s debt and to pay fees and expenses in connection with the Merger and the financing arrangements and certain deferred liabilities. Parent has received an equity financing commitment from the Sponsor, and debt financing commitments from the Debt Commitment Parties. Parent and Merger Sub expect that the aggregate proceeds of the equity financing committed under the equity commitment letter and the debt financing committed under the Debt Commitment Letter will be sufficient to consummate the Company Transactions and the Atrium Transactions together or the Company Transactions alone, as applicable. Although the obligations of Parent and Merger Sub to complete the Merger under the Merger Agreement are not subject to any financing condition, the failure of Parent or Merger Sub to obtain any portion of the committed financing (or alternative financing) is likely to result in the failure of the Merger to be completed. In that case, Parent may be obligated to pay the Company a reverse termination fee of  $112,500,000, as described under “— Fees and Expenses; Termination Fees”.

Debt Financing

Parent has obtained debt financing commitments for the Company Acquisition and the Atrium Acquisition, the proceeds of which will be used by Parent for the Company Transactions and by Pisces Parent, LLC for the Atrium Transactions. The Debt Commitment Parties committed to provide debt financing in the case of either the consummation of both the Company Transactions and the Atrium Transactions or the consummation of the Company Transactions only, on the terms and subject to the conditions set forth in the Debt Commitment Letter. The obligation of the Debt Commitment Parties to provide the debt financing under the Debt Commitment Letter is subject to certain customary conditions.

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Equity Financing

Parent has entered into an equity commitment letter with the Sponsor, dated January 31, 2018, pursuant to which the Sponsor has agreed to provide committed equity financing in the case of either the consummation of both the Company Transactions and the Atrium Transactions or the consummation of the Company Transactions only. The obligations of the Sponsor to provide the equity financing are subject to the substantially simultaneous consummation of the Merger on the terms set forth in the Merger Agreement, among other conditions. See “The Merger Agreement — Conditions to the Merger” beginning on page 62.

Payment of Merger Consideration and Surrender of Shares

Prior to the Effective Time, Parent will deposit with the Paying Agent, in trust for the benefit of holders of shares of Common Stock outstanding immediately prior to the Effective Time, the cash necessary to pay for the shares of Common Stock converted into the right to receive Merger Consideration (the “Payment Fund”).

No later than five business days after the Effective Time, the Paying Agent will mail to each holder of record of shares of Common Stock whose shares of Common Stock were converted into the right to receive the Merger Consideration, (a) a letter of transmittal and (b) instructions for use in surrendering stock certificates representing shares of Common Stock and book-entry shares of Common Stock in exchange for the Merger Consideration.

Upon surrender of share certificate(s) or book-entry shares to the Paying Agent together with a duly completed and validly executed letter of transmittal (and such other documents as may customarily be required by the Paying Agent), the holder of such certificate(s) or book-entry shares, as applicable, will be entitled to receive in exchange for such certificate(s) or book-entry shares an amount in cash equal to the product of  (i) the number of shares represented by such holder’s properly surrendered certificate(s) or book-entry shares and (ii) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of certificate(s) or book-entry shares. In the event of a transfer of ownership of shares of Common Stock that are not registered in the transfer records of the Company, the relevant Merger Consideration to be issued or paid upon due surrender of certificate(s) or book-entry shares may be issued or paid to such a transferee if all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable with respect to such certificate(s) or book-entry shares. Until surrendered upon the terms and subject to the conditions set forth in the Merger Agreement, each stock certificate or book-entry share will be deemed at all times after the Effective Time to represent only the right to receive upon such surrender, without interest, the corresponding Merger Consideration.

You will not be entitled to receive the Merger Consideration until you deliver a duly completed and validly executed letter of transmittal (together with such other documents required by the Paying Agent) to the Paying Agent.

Each of Parent and Merger Sub will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement such amount as it is required to deduct and withhold with respect to the making of such payment under the Code (as defined below), the rules or regulations promulgated thereunder, any provision of applicable state, local or foreign tax law or any other law. To the extent that amounts are so withheld and paid over to the appropriate governmental authority, such withheld amounts will be treated for purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

If your shares of Common Stock are held in “street name” by your bank, brokerage firm, trust or other nominee, you should contact your bank, brokerage firm, trust or other nominee.

Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains undistributed to the former holders of Common Stock for twelve months after the Effective Time will be delivered to Parent upon demand, and any former holders of stock certificates or book-entry shares who have not complied with the Merger Agreement may only be entitled to receive from Parent (subject to abandoned property, escheat or similar Laws, as general creditors thereof) payment in respect of their claim for the Merger Consideration, without any interest thereon, upon due surrender of their shares of Common Stock.

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Interests of our Directors, Executive Officers and Affiliates in the Merger

Our executive officers, directors, and affiliates have agreements or arrangements, that may provide them with interests in the Merger that differ from, or are in addition to, those of our stockholders generally. The Company Board was aware of these interests and considered them, among other matters, in reaching its decision to approve the Merger Agreement. As described in more detail below, these interests include:

•

the accelerated vesting and payment in respect of equity and equity-based awards;

​

•

the receipt of transaction bonuses;

​

•

the potential receipt of certain payments and benefits under individual employment and retention agreements upon certain types of terminations of employment either prior to or following the Effective Time; and

​

•

the entitlement to indemnification benefits in favor of directors and executive officers of the Company.

​

Treatment of Director and Executive Officer Common Stock

As is the case for any stockholder of the Company, the Company’s directors and executive officers will receive $21.64 in cash, without interest, for each share of Company common stock that they own at the Effective Time. For information regarding beneficial ownership of the Company’s common stock by each of the Company’s current directors, named executive officers and all directors and executive officers as a group, see the section entitled “Security Ownership of Management and Certain Beneficial Owners” beginning on page 74.

Treatment of Equity and Equity-Based Awards

Options.   Pursuant to the Merger Agreement, each Option that is outstanding immediately before the Effective Time will be canceled, extinguished, and converted into the right to receive a cash payment equal to the excess, if any, of the Merger Consideration over the exercise price of such Option.

Restricted Stock Units.   Pursuant to the Merger Agreement, each Restricted Stock Unit that is outstanding immediately prior to the Effective Time will become converted immediately prior to, and be contingent upon the occurrence of, the Effective Time into the right to receive, without interest, (a) the Merger Consideration for Restricted Stock Units denominated in shares of Common Stock and (b) the applicable fixed amount of the cash payment for Restricted Stock Units denominated in cash.

Restricted Shares.   Pursuant to the Merger Agreement, each Restricted Share that is outstanding immediately prior to the Effective Time will vest and be converted into the right to receive, without interest, the Merger Consideration. Each of our directors serving on the Company Board owns 4,110 Restricted Shares. We estimate that the aggregate amount that would become payable to our directors in settlement of their Restricted Shares if the effective time was February 12, 2018, based on a price per share of Company common stock of  $21.64, is approximately $355,762.

Performance Units.   Pursuant to the Merger Agreement, each Performance Unit that is outstanding immediately prior to the Effective Time will become converted immediately prior to, and be contingent upon the occurrence of, the Effective Time into the right to receive, without interest, the Merger Consideration (with the assumption that performance has been achieved).

The table below sets forth, for each of our executive officers and directors holding Options as of February 12, 2018, (i) the aggregate number of shares of Common Stock subject to such Options and (ii) the value of cash amounts payable in respect of such Options as of the Effective Time, calculated by multiplying the excess of the Merger Consideration over the respective per-share exercise prices of the applicable Options by the number of shares of Common Stock subject to such Options.

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The table below sets forth, for each of our executive officers and directors holding cash- and share-denominated Restricted Stock Units and Performance Units as of February 12, 2018, (i) the applicable fixed amount of cash payment for the cash-denominated Restricted Stock Units, (ii) the aggregate number of share-denominated Restricted Stock Units and Performance Units (with the assumption that performance has been achieved) and (iii) the value of cash amounts payable in respect of such cash- and share-denominated Restricted Stock Units and Performance Units as of the Effective Time, calculated by multiplying the Merger Consideration by the number of share-denominated Restricted Stock Units and Performance Units (with the assumption that performance has been achieved).

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Transaction Bonuses

On January 31, 2018, the date the Merger Agreement was executed, Ply Gem entered into transaction bonus letter agreements (the “Transaction Bonus Letters”) with each of Messrs. Robinette and Poe, granting each a right to a one-time payment of  $7,000,000 and $1,800,000, respectively, subject to the consummation of the Merger (each bonus, a “Transaction Bonus”). Payment of each Transaction Bonus will be made within 30 days following the date of the Closing, subject to each executive’s continued employment with Ply Gem through the date of the Closing.

If the executive’s employment is terminated prior to the date of the Closing (x) by the executive following a “material adverse change” or (y) by Ply Gem without “cause” (as each term is defined below), the executive will remain eligible to receive a Transaction Bonus, paid within 30 days following the date of the Closing, subject to the executive’s execution of a release of claims. If the Effective Time does not occur by December 31, 2018, the Transaction Bonus Letters will become void, and the executives will no longer be entitled to a Transaction Bonus.

Employment Agreements and Retention Agreements

Mr. Robinette is party to an employment agreement with the Company, and Messrs. Poe, Wayne, Buckley and Schmoll are each party to a retention agreement with the Company. Pursuant to such employment and retention agreements, the executive may receive certain cash payments and benefits if he is terminated without “cause” or resigns following a “material adverse change.” “Cause” means certain failures to perform duties after demand by the Company Board or failure to obey the Company Board or a senior executive of the Company, a material act of dishonesty in connection with executive duties, conviction of a felony or a fraudulent or dishonest misdemeanor, or a civil judgment for fraud.

“Material adverse change” is generally defined in Mr. Robinette’s employment agreement as an assignment of duties inconsistent with his position, reduction of salary or target bonus, or a Company action that would deny him any material employee benefit without his consent. “Material adverse change” in the retention agreements for the other executive officers is generally defined the same as in Mr. Robinette’s employment agreement; however, it does not include a reduction of target bonus, but does include a Company action that requires the executive to be based more than 50 miles from his current office location, as well as any Company breach of any provision of the retention agreement.

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To receive any payments or benefits in connection with a termination without cause or resignation following a material adverse change, the executive must release certain claims against the Company. In addition, the executive must comply with certain restrictive covenants, including covenants not to compete with our business or solicit our employees for one year following termination (two years for Mr. Robinette). The covenants also prohibit disclosure of our confidential information and disparaging us or our personnel.

Mr. Robinette’s current employment agreement provides that he will receive an amount equal to two years of his base salary at the time of termination, paid over a two-year period, and continuation of medical and dental insurance benefit coverage paid over the two-year period following termination (provided, that if continuation of such benefits would be inconsistent with the terms of the relevant benefit plans, the Company will reimburse Mr. Robinette for amounts incurred in maintaining substantially similar coverage under an individual policy in an amount not to exceed $20,000 per year). In addition, Mr. Robinette is entitled to receive an amount equal to the sum of  (i) two times his annual cash incentive bonus for the year of termination, based on actual performance, as though his employment had continued through the end of such year and (ii) a prorated bonus for the year of termination. The portion of the bonus described in (i) is payable in two equal installments on each of the dates that Mr. Robinette would have received his cash incentive bonus if he had remained employed with us through the end of the year of termination and the end of the year following termination, respectively, while the portion described in (ii) is payable in full on the date that an annual bonus would have otherwise been payable to Mr. Robinette had he remained employed with us through the end of the second year following his termination.

The retention agreements with each of Messrs. Wayne, Buckley and Schmoll provide that if the employment of the executive is terminated during the year, the officer is eligible to receive an amount equal to one year of base salary at the rate at the time of termination, paid over a one-year period, plus a prorated portion of an amount equal to the lesser of the officer’s annual cash incentive award target and the actual cash incentive award that would have been paid under the incentive award plan had the officer been employed for the entire year of termination, paid in a lump sum at the same time annual bonuses are paid to other executives of the Company.

Pursuant to Mr. Poe’s retention agreement, Mr. Poe is entitled to receive an amount equal to one year of base salary at the rate at the time of termination, paid over a one-year period, plus an amount equal to the lesser of Mr. Poe’s annual cash incentive award target and the actual cash incentive award that would have been paid under the incentive award plan had Mr. Poe been employed for the entire year of termination, payable as soon as practicable following the determination of such bonus, as well as a prorated bonus for the year of termination, based on actual performance and the number of days Mr. Poe remained employed during the year of termination, paid in a lump sum at the same as annual bonuses are paid to other executives. Mr. Poe may be eligible to receive severance in addition to that described above worth up to one additional year if, at the end of the 12-month period following his termination, he has not been able to obtain employment providing him with a salary of at least $300,000.

Messrs. Wayne, Poe, Buckley and Schmoll are also eligible to receive continuation of medical and dental benefits for one year following termination of employment.

If the payment of severance to Mr. Robinette causes him to become subject to the golden parachute excise tax rules under Section 280G and 4999 of the Code, then we will pay him a gross-up amount so that, after all taxes are paid on the gross-up, he will have enough funds remaining to pay the excise tax imposed on the severance payments.

Although it is not currently anticipated that any of our executive officers will experience a termination of employment in connection with the Merger, we estimate that the aggregate amount payable to our executive officers pursuant to the terms of their respective employment and retention agreements (excluding, for the avoidance of doubt, the value of accelerating equity and equity-based awards and the Transaction Bonuses) would equal approximately $6,030,500, assuming that the Effective Time was February 12, 2018, and that each executive officer incurred a severance-qualifying termination of employment as of the Effective Time.

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Golden Parachute Compensation — Quantification of Potential Payments to the Company’s Named Executive Officers in Connection with the Merger

Background

This section sets forth the information required by Item 402(t) of Regulation S-K, which requires disclosure of information regarding the compensation for each of our “named executive officers” whose compensation was disclosed in the Definitive Proxy Statement on Schedule 14A filed by us on April 3, 2017. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to our named executive officers.

To the extent that any of our named executive officers’ compensation arrangements are described in “— Interests of our Directors, Executive Officers and Affiliates in the Merger” of this Information Statement, they are incorporated herein by reference. The amounts set forth in the table below, which represent an estimate of each named executive officer’s golden parachute compensation as of February 12, 2018, calculated in accordance with the SEC’s rules on disclosing golden parachute compensation, assume the following:

•

consummation of the Merger constitutes a change in control for purpose of the applicable compensation plan or agreement;

​

•

the change in control was consummated on February 12, 2018, the latest practicable date prior to the filing of this Information Statement;

​

•

each named executive officer’s employment is terminated without cause or resigns following a material adverse change immediately following the change in control; and

​

•

the value of the vesting acceleration of the named executive officers’ equity awards is calculated using the Merger Consideration of  $21.64 per share.

​

The amounts reported below are estimated based on multiple assumptions that may or may not actually occur, including the assumptions described above and elsewhere in this Information Statement. As a result, the transaction-related compensation, if any, to be received by a named executive officer may materially differ from the amounts set forth below. The amounts in the table below do not include any value received in respect of equity awards held by the named executive officer that are vested prior to the Effective Time.

(1)

Cash severance is paid upon a termination of employment by the Company without cause or by the executive following a material adverse change before or after the Effective Time. The Transaction Bonuses (with respect to Messrs. Robinette and Poe only) are “single-trigger,” payable upon consummation of the Merger, assuming the Merger is consummated in 2018, subject to the executive’s continued employment through the Effective Time, unless the executive is terminated prior to the Effective Time (i) by the Company without cause or (ii) by the executive following a material adverse change.

​

To receive any payments or benefits in connection with a termination without cause or resignation following a material adverse change the executive must release certain claims against the Company. In addition, the executive must comply with certain restrictive covenants, including covenants not to compete with our business or solicit our employees for one year following termination (two years for Mr. Robinette). The covenants also prohibit disclosure of our confidential information and disparaging us or our personnel.

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The amounts listed in this column represent the pre-tax values of the cash severance amounts payable to the named executive officers, which consist of the following components:

(a)

For Mr. Robinette, (i) an amount equal to two years of base salary ($1,770,000) payable over a two-year period, (ii) two times his annual bonus for the year of termination, based on actual performance as if he continued employment through the end of such year ($1,770,000, assuming achievement of performance goals at 100% of target), payable in two equal installments on each of the dates that Mr. Robinette would have received his cash incentive bonuses if he had remained employed through the end of the year of termination and the end of the year following termination, respectively, (iii) a prorated bonus for the year of termination based on actual achievement for the full year of termination and the number of days Mr. Robinette remained employed during the year of termination ($147,500, assuming achievement of performance goals at 100% of target) payable in full on the date that an annual bonus would have otherwise been payable to Mr. Robinette had he remained employed through the end of the second year following his termination, and (iv) Mr. Robinette’s full Transaction Bonus described above ($7,000,000), payable within 30 days following the date of the Closing;

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(b)

For Mr. Poe, (i) an amount equal to one year of base salary ($450,000) payable over a one-year period, (ii) an amount equal to the lesser of Mr. Poe’s annual cash incentive award target and the actual cash incentive award that would have been paid under the incentive award plan had Mr. Poe been employed for the entire year of termination ($337,500, assuming achievement of performance goals at 100% of target), payable as soon as practicable following the determination of such bonus, (iii) a prorated bonus for the year of termination, based on actual performance and the number of days Mr. Poe remained employed during the year of termination ($56,250, assuming achievement of performance goals at 100% of target), payable in a lump sum at the same as annual bonuses are paid to other executives, and (iv) Mr. Poe’s full Transaction Bonus described above ($1,800,000), payable within 30 days following the date of the Closing (Mr. Poe may be eligible to receive severance in addition to that described above worth up to one additional year if, at the end of the 12-month period following his termination, he has not been able to obtain employment providing him with a salary of at least $300,000); and

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(c)

For Messrs. Wayne and Buckley (i) an amount equal to one year of base salary at the rate at the time of termination ($560,000 and $360,000, respectively), payable over a one-year period, and (ii) a prorated portion of an amount equal to the lesser of the officer’s annual cash incentive award target and the actual cash incentive award that would have been paid under the incentive award plan had the officer been employed for the entire year of termination ($70,000 and $45,000, respectively, assuming achievement of performance goals at 100% of target), payable in a lump sum at the same time annual bonuses are paid to other executives of the Company.

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The estimated amount of each component of the cash payment is set forth in the table below.

(2)

As described in more detail in “— Interests of our Directors, Executive Officers and Affiliates in the Merger” of this Information Statement, the amounts in this column represent the aggregate pre-tax amounts payable to each named executive officer pursuant to the Merger Agreement, on a “single-trigger” basis with respect to all unvested Options, Restricted Share Units, and Performance Units (in the case of Performance Units, assuming achievement of all applicable performance goals)

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held by such named executive officer as of February 12, 2018, the latest practicable date before the filing of this Information Statement, as described in more detail in the tables above under “— Treatment of Equity and Equity-Based Awards.” Such unvested equity and equity-based awards are valued based on the price of  $21.64 per share in respect of shares of Common Stock subject to such Options, Restricted Share Units, and Performance Units on a pre-tax basis at the Effective Time. With respect to Options, this amount represents the value of cash amounts payable in respect of such Options, calculated by multiplying (i) the excess of the $21.64 price per share over the respective per-share exercise prices of the Options by (ii) the number of unvested shares of Common Stock subject to such Options. With respect to Restricted Share Units, and Performance Units, this amount represents the value of cash amounts payable in respect of such Restricted Share Units and Performance Units, calculated on a pre-tax basis by multiplying the $21.64 price per share of Common Stock by the number of unvested shares of Common Stock subject to such Restricted Share Units, and Performance Units (in the case of Performance Units, based on the deemed achievement of all applicable performance goals at the target level pursuant to the terms of the grant).

(3)

The amounts listed in this column represent the pre-tax value of health benefit continuation provided under the executives’ respective employment and retention agreements upon a termination of employment by the Company without cause or by the executive following a material adverse change. Each executive is eligible for continuation of medical and dental benefits for himself and his spouse and dependents, if any, for the period of one year (two years for Mr. Robinette) or until the executive becomes eligible for such benefits from another employer. Such benefits are paid upon a termination of employment by the Company without cause or by the executive following a material adverse change before or after the Effective Time and are subject to the same conditions as the general cash severance payment described above.

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(4)

If the payment of severance to Mr. Robinette causes him to become subject to the golden parachute excise tax rules under Section 280G and 4999 of the Code, then we would pay him a gross-up amount so that, after all taxes are paid on the gross-up, he will have enough funds remaining to pay the excise tax imposed on the severance payments. Mr. Robinette’s entitlement to a tax gross-up is “double-trigger” and is subject to the same conditions as the general cash severance payment described above. It is not anticipated that Mr. Robinette will be entitled to a gross-up payment in connection with the Merger because he is not expected to receive any payments or benefits constituting “excess parachute payments” within the meaning of Section 280G of the Code.

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Potential for Future Arrangements

To our knowledge, except for certain agreements described in this Information Statement, or in the documents incorporated by reference herein) between the Company and its executive officers and directors, no employment, equity contribution or other agreement, arrangement or understanding between any executive officer or director of the Company, on the one hand, and Parent, the Company or any of their respective affiliates, on the other hand, existed as of the date of this Information Statement, and the Merger is not conditioned upon any executive officer or director of the Company entering into any such agreement, arrangement or understanding.

Although such arrangements have not, to our knowledge, been discussed as of the date of this Information Statement, it is possible that additional members of our current management team will enter into new employment or consulting arrangements with the Surviving Corporation. Such arrangements may include the right to purchase or participate in the equity of Parent or its affiliates. Any such arrangements with our existing management team will not become effective until after the Effective Time, if at all.

Indemnification of Directors and Executive Officers; Directors’ and Officers’ Insurance

From the completion of the Merger through the sixth anniversary of the date on which the Merger occurs, Parent and the Surviving Corporation have agreed upon the terms and subject to the conditions set forth in the Merger Agreement to provide certain rights of indemnification to current and former directors and executive officers of the Company on terms no less favorable with respect to indemnification than are set forth in the certificate of incorporation and bylaws of the Company or any Company subsidiary as in effect on the date of the Merger Agreement. In addition, after the completion of the Merger, Parent and the

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Surviving Corporation have agreed to provide certain rights of indemnification of current and former directors and executive officers with respect to losses arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the completion of the Merger (including in respect of the Merger Agreement and the Merger), and to continue to provide directors and executive officers of the Company directors’ and officers’ liability insurance following the completion of the Merger. For a further discussion of the terms of the Merger Agreement with respect to indemnification in connection with the completion of the Merger, please see the section captioned “The Merger Agreement — Indemnification; Directors’ and Officers’ Insurance” beginning on page 61 of this Information Statement.

Accounting Treatment

The Merger will be accounted for pursuant to purchase accounting in accordance with applicable accounting guidance.

Material U.S. Federal Income Tax Consequences of the Merger to Our Stockholders

The following is a summary of the U.S. federal income tax consequences of the Merger that are generally applicable to holders of Common Stock whose shares of Common Stock are converted into the right to receive cash in the Merger. The summary is based on the U S. Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury Regulations issued thereunder, judicial authority, and administrative rulings and pronouncements, each as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly with retroactive effect. The discussion applies only to shares of Common Stock held as capital assets (generally, property held for investment), and does not address all of the tax consequences that may be relevant to holders of Common Stock, nor does it address the tax consequences to holders that are subject to special tax rules, such as financial institutions, insurance companies, United States expatriates, controlled foreign corporations, passive foreign investment companies, tax-exempt organizations, broker-dealers, financial institutions, cooperatives, mutual funds, traders in securities that elect to mark to market, U.S. Holders whose functional currency is not the U.S. dollar, holders who hold Common Stock through pass-through entities for U.S. federal income tax purposes, as part of a hedge, straddle or conversion transaction, holders deemed to sell Common Stock under the constructive sale provisions of the Code, holders who exercise appraisal rights, or holders who acquired Common Stock pursuant to the exercise of employee stock options or otherwise as compensation. Except as specifically noted below, this summary does not address any aspect of state, local or foreign taxation, and does not address any U.S. federal taxation other than income taxation, nor does it address any aspects of the alternative minimum tax or the tax on “net investment income” imposed under Section 1411 of the Code.

For purposes of this Information Statement, a “U.S. Holder” means a beneficial owner of Common Stock that is a citizen or individual resident of the United States, a corporation (or any entity treated as a corporation for U.S. federal income tax purposes) created or organized in the United States, any state thereof or the District of Columbia, an estate, the income of which is subject to U.S. federal income tax regardless of its source, or a trust if  (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) the trust has a valid election in effect to be treated as a U.S. person. If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a holder of Common Stock, the U.S. federal income tax treatment of a partner in that partnership will generally depend upon the status of the partner and the activities of the partnership. Partners in a partnership holding Common Stock should consult their own tax advisors as to the particular U.S. federal income tax consequences to them. The term “Non-U.S. Holder” refers to any beneficial owner of Common Stock other than a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes that is not a U.S. Holder.

The U.S. federal income tax consequences set forth below are included for general informational purposes only and are based upon current law as of the date hereof. Because individual circumstances may differ, each holder of Common Stock should consult such holder’s own tax advisor to determine the applicability of the rules discussed below to such stockholder and the particular tax effects of the Merger, including the application and effect of state, local, foreign and other tax laws.

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U.S. Holders.   The receipt of cash by a U.S. Holder for shares of Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder who receives cash pursuant to the Merger will recognize gain or loss equal to the difference between (i) the amount of cash the U.S. Holder receives (determined before deduction of any applicable withholding taxes) and (ii) the holder’s adjusted tax basis in the Common Stock. Gain or loss will be calculated separately for each block of Common Stock converted in the Merger (generally shares acquired at the same cost in a single transaction). Such gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the Common Stock has been held for more than one year as of the Effective Time. The deductibility of capital losses is subject to limitations.

Cash consideration received by a U.S. Holder in the Merger may be subject to backup withholding. Backup withholding generally will apply only if the U.S. Holder fails to furnish a correct social security number or other taxpayer identification number, or otherwise fails to comply with applicable backup withholding rules and certification requirements. Corporations generally are exempt from backup withholding. Each U.S. Holder should complete and sign the Internal Revenue Service (“IRS”) Form W-9 that will be part of the letter of transmittal to be returned to the paying agent (or other agent) in order to provide the information and certification necessary to avoid backup withholding, unless an applicable exemption exists and is otherwise proved in a manner satisfactory to the paying agent (or other agent). Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

Non-U.S. Holders.   A Non-U.S. Holder that receives cash for shares of Common Stock pursuant to the Merger generally will not be subject to U.S. federal income tax on any gain realized on the disposition, unless (i) such holder is an individual who is present in the United States for 183 or more days during the taxable year of such disposition and certain other conditions are met, (ii) the gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder (and, in the case of certain tax treaties, is attributable to a permanent establishment or fixed base within the United States) or (iii) such holder’s shares constitute a “U.S. real property interest” under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”), which will generally be the case if, at any time during the shorter of the five-year period preceding the Effective Time or the Non-U.S. Holder’s holding period for its Common Stock, we were a “United States real property holding corporation” and such holder held (actually or constructively) more than 5% of the shares of Common Stock.

If you are a Non-U.S. Holder who is an individual and has been present in the United States for 183 or more days during the taxable year of the Merger and certain other conditions are satisfied, you will be subject to a 30% tax (or a lower rate under an applicable tax treaty) on the gain recognized in the Merger (which may be offset by certain U.S.-source capital losses).

If you are a Non-U.S. Holder and your gain recognized in the Merger is effectively connected with a U.S. trade or business (and, in the case of certain tax treaties, is attributable to a permanent establishment or fixed base within the United States), then you generally will be required to file a U.S. federal income tax return and will be subject to U.S. federal income tax on your gain on a net basis in the same manner as a U.S. Holder. Non-U.S. Holders that are corporations may also be subject to an additional branch profits tax on their effectively connected income at a rate of 30% or such lower rate as may be specified in an applicable income tax treaty, subject to adjustments.

If your shares constitute a “U.S. real property interest” under FIRPTA as described above, you generally will be required to file a U.S. federal income tax return and will be subject to U.S. federal income tax on your gain on a net basis in the same manner as a U.S. Holder. Generally, a corporation is a U.S. real property holding corporation if the fair market value of its U.S. real property interests, as defined in the Code and applicable regulations, equals or exceeds 50% of the aggregate fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we are not now, have not been in the last five years and will not become a U.S. real property holding corporation. Non-U.S. Holders that have owned (actually or constructively) more than 5% of the shares of Common Stock at any time in the five-year period preceding the Effective Time are particularly urged to consult their own tax advisors with regard to their tax treatment in the Merger.

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Backup withholding and information reporting may apply to the payment of cash received by a Non-U.S. Holder for Common Stock pursuant to the Merger unless the holder certifies under penalties of perjury to its Non-U.S. Holder status or otherwise establishes an exemption. Backup withholding is not an additional tax. Amounts so withheld can be credited against such holder’s federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS. To avoid backup withholding, Non-U.S. Holders should complete IRS Form W-8BEN or W-8BEN-E or other applicable IRS Form W-8.

Non-U.S. Holders should consult their tax advisors regarding the application of U.S. federal income tax laws, including information reporting and backup withholding, to their particular situations.

Regulatory and other Governmental Approvals

The Merger is subject to review by the U.S. Antitrust Division of the Department of Justice (the “Antitrust Division”) and the U.S. Federal Trade Commission (“FTC”) under the HSR Act. The Merger may not be completed until certain information and documents have been submitted to the Antitrust Division and the FTC and the applicable waiting period has expired or been terminated. On February 8, 2018, each of Parent and the Company made the requisite filings with the Antitrust Division and the FTC pursuant to the HSR Act and requested early termination of the initial 30 day waiting period. If the 30 day waiting period expires on a Saturday, Sunday or federal holiday, then such waiting period will be extended until 11:59 p.m. of the next day that is not a Saturday, Sunday or federal holiday. The applicable waiting period under the HSR Act will expire at 11:59 p.m. on March 12, 2018, unless earlier terminated or extended. The Antitrust Division or FTC could extend the initial 30 day waiting period and request additional information and documentary material from the parties (a “Second Request”), thus extending the review period for an additional 30 days following such time as the parties substantially comply with the Second Request. Complying with a Second Request can take a significant period of time.

The FTC and the Antitrust Division frequently scrutinize the legality under U.S. antitrust laws of transactions like the Merger. At any time before or after the consummation of the Merger, notwithstanding the expiration or early termination of the applicable waiting period under the HSR Act, the FTC or the Antitrust Division could take any action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger or seeking a divestiture of a substantial portion of the Company’s assets or seeking other conduct relief. At any time before or after the consummation of the Merger, and notwithstanding the expiration or early termination of the applicable waiting period under the HSR Act, any state or private party could bring legal actions under the antitrust laws under certain circumstances to seek to enjoin the consummation of the Merger or to seek other structural or conduct relief or damages.

The Company and its subsidiaries also have operations in Canada. Based on the current holdings of CD&R’s affiliated funds, the Merger is not subject to pre-merger notification under Part IX of Canada’s Competition Act. However, depending on the timing of Closing, the Merger could become subject to pre-merger notification due to the interim investment activity of CD&R’s affiliated funds and the Company and Parent may decide to seek clearance of the Merger from the Commissioner of Competition. More generally, the Commissioner of Competition has the authority to review and challenge all mergers, including those that are not subject to pre-merger notification, where the Commissioner is of the view that a merger is likely to prevent or lessen competition substantially. In such circumstance, the Commissioner of Competition could apply to the Competition Tribunal at any time within one year after closing for a divestiture order or, where the Merger has not been completed, for an order temporarily or permanently enjoining the closing of the Merger.

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THE MERGER AGREEMENT

This section describes the material terms and conditions of the Merger Agreement. The description in this section and elsewhere in this Information Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this Information Statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. This section is not intended to provide you with any factual information about the Company. Such information can be found elsewhere in this Information Statement and in the public filings the Company makes with the SEC, which may be obtained by following the instructions set forth in the section entitled, “Where You Can Find More Information” beginning on page 76 of this Information Statement.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement is included to provide you with information regarding its terms. Factual disclosures about the Company contained in this Information Statement or in the Company’s public reports filed with the SEC may supplement, update or modify the factual disclosures about the Company contained in the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by the parties thereto were qualified and subject to important limitations agreed to by the contracting parties in connection with negotiating the terms and conditions of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances under which a party to the Merger Agreement may have the right not to close the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocating risk among the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and in some cases were qualified by disclosures that were made by each party to the other, which disclosures were not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this Information Statement, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may or may not have been included in this Information Statement.

Effects of the Merger; Directors and Executive Officers; Certificate of Incorporation; By-laws

Upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under the DGCL as the Surviving Corporation in the Merger and a wholly owned subsidiary of Parent. The directors of Merger Sub immediately prior to the Effective Time will be the directors of the Surviving Corporation immediately following the Effective Time and will serve until the earlier of their resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be. The officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Corporation and will serve until the earlier of their resignation or removal or until their respective successors have been duly elected or appointed and qualified, as the case may be.

At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, will be amended and restated in its entirety so that, immediately following the Effective Time, it is identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that (i) all references to the name, date of incorporation, registered office and registered agent, respectively, of the Company and (ii) any references naming the incorporator(s), original board of directors or original subscribers for shares of Merger Sub will be omitted, and, as so amended and restated, will be the certificate of incorporation of the Surviving Corporation until further amended as provided for therein or by applicable law. The bylaws of the Company, as in effect immediately prior to the Effective Time, will be amended and restated in their entirety so that, immediately following the Effective

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Time, they are identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that all references to the name of Merger Sub therein will be changed to refer to the name of the Company, and, as so amended and restated, will be the bylaws of the Surviving Corporation, until further amended as provided for therein or by applicable law.

Delisting and Deregistration of Common Stock

If the Merger is completed upon the terms and subject to the conditions set forth in the Merger Agreement, the Common Stock will be delisted from the NYSE and deregistered under the Exchange Act. After completion of the Merger, the Company will no longer be required to file periodic reports with the SEC on account of the Common Stock or otherwise.

Effective Time and Closing of the Merger; Marketing Period

At the Closing, the parties to the Merger Agreement will cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger (the “Certificate of Merger”), in such form as required by, and executed and filed in accordance with, the relevant provisions of the DGCL and will make all other filings or recordings required under the DGCL to effectuate the Merger. The Merger will become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as Parent and the Company will agree in writing and specify in the Certificate of Merger.

Unless agreed otherwise, the Closing of the Merger will take place on the third business day after the satisfaction, or to the extent permitted under the Merger Agreement, waiver of the conditions set forth thereunder, provided that the Closing will not occur until the earlier of  (i) a date during the marketing period specified by Parent and (ii) the third business day following the final day of the marketing period.

For purposes of this Information Statement, “marketing period” means the first period of 15 consecutive business days after January 31, 2018 throughout and at the end of which (i) Parent will have certain customary financial information (the “Required Information”) in connection with Parent’s and Merger Sub’s obligations to obtain the required financing and (ii) the conditions (described below under “— Conditions to the Merger”) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to such conditions being able to be satisfied) are satisfied. However, (w) March 29, 2018 and March 30, 2018 will not be considered business days for purposes of the marketing period, (x) the marketing period will end on any earlier date prior to the expiration of the 15 consecutive business day period described above if the debt financing is actually funded (including the funding of any bridge loan in lieu of high yield debt securities) on such earlier date, (y) the marketing period will not commence or be deemed to have commenced after January 31, 2018 and prior to the completion of such 15 consecutive business day period under certain other circumstances and (z) the marketing period will not commence or be deemed to have commenced if the marketing period under the Atrium Purchase Agreement (the “Atrium Marketing Period”) has not commenced or been deemed to commence pursuant to the terms of the Atrium Purchase Agreement, in which case the marketing period will not be deemed to commence unless and until the Atrium Marketing Period has commenced or been deemed to commence, subject to certain exceptions, including that clause (z) will be disregarded between and including March 26, 2018 and April 19, 2018 and after May 10, 2018.

Although there is no financing condition to the closing of the Merger, the purpose of the marketing period is to provide Parent with a reasonable and appropriate period of time during which it can market and place the debt financing contemplated by the debt financing agreements entered into by Parent in connection with and for the purpose of financing the Merger Consideration payable in the Merger, as described in more detail under “— Financing Covenant; Company Cooperation” beginning on page 59 of this Information Statement.

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Treatment of Equity and Equity-Based Awards

Common Stock

At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any stockholder, each issued and outstanding share of Common Stock outstanding immediately prior to the Effective Time, other than any Canceled Shares and Appraisal Shares, will thereupon be converted automatically into and will thereafter represent only the right to receive $21.64 per share in cash without interest (and subject to reduction for any withholding taxes). Shares of Common Stock owned by stockholders with respect to which appraisal has been properly demanded in accordance with Section 262 of the DGCL, unless such demand has been withdrawn or such stockholder effectively fails to perfect or shall effectively waive, withdraw or lose such rights, will be canceled and will not be converted into the Merger Consideration; instead, such stockholders will be paid the “fair value” in cash of such shares as determined by the Delaware Court in accordance with Section 262 of the DGCL. If, after the Effective Time, any such stockholder fails to perfect, withdraws or otherwise loses such stockholder’s right to appraisal pursuant to Section 262 of the DGCL, that stockholder’s shares of Common Stock will be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, without interest and subject to reduction for any required withholding taxes.

Options

Each Option (whether exercisable or vested) that is outstanding immediately prior to the Effective Time will, as of the Effective Time and except as agreed between Parent and any holder thereof, be converted into only the right to receive at the Effective Time an amount in cash, without interest, equal to the product of  (x) the number of shares of Common Stock issuable under such Option multiplied by (y) the excess, if any, of  (i) the Merger Consideration per share of Common Stock over (ii) the exercise price payable in respect of each share of Common Stock issuable under such Option. If the exercise price per share of any such Option is equal to or greater than the Merger Consideration, such Option will be canceled without any cash payment being made in respect thereof.

Restricted Stock

As of the Effective Time, each share of Restricted Stock outstanding immediately prior to the Effective Time will, automatically and without any required action on the part of the holder thereof, vest and be converted as provided by and in accordance with the Merger Agreement.

Restricted Stock Units and Performance Units

As of the Effective Time, each Restricted Stock Unit and each Performance Unit that is issued and outstanding immediately prior to the Effective Time shall, automatically and without any required action on the part of the holder thereof, be converted immediately prior to, and contingent upon, the Effective Time into a vested right to receive cash in an amount, without interest, equal to (i) the Merger Consideration for Restricted Stock Units denominated in shares, (ii) the applicable fixed amount of the cash payment for Restricted Stock Units denominated in cash, and (iii) the Merger Consideration for Performance Units with the assumption that performance had been achieved.

Exchange and Payment Procedures

At or prior to the Effective Time, Parent will deposit with the Paying Agent, in trust for the benefit of holders of shares of Common Stock, an amount of cash equal to the Payment Fund. The Payment Fund will be payable upon due surrender of stock certificates or book-entry shares pursuant to the Merger Agreement.

No later than five business days following the Effective Time, the Paying Agent will mail to each holder of record of shares of Common Stock whose shares of Common Stock were converted into the right to receive the Merger Consideration, (i) a form of letter of transmittal and (ii) instructions for use in surrendering such holder’s stock certificate(s) or book-entry shares in exchange for the Merger Consideration.

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Upon surrender of stock certificate(s) or book-entry shares to the Paying Agent together with a duly completed and validly executed letter of transmittal (and such other documents as may customarily be required by the Paying Agent), the holder of such stock certificate(s) or book-entry shares will be entitled to receive in exchange for such stock certificate(s) or book-entry shares an amount in cash equal to the product of  (i) the number of shares represented by such holder’s properly surrendered stock certificate(s) or book-entry shares and (ii) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due-surrender of stock certificate(s) or book-entry shares. In the event of a transfer of ownership of shares of Common Stock that are not registered in the transfer records of the Company, the relevant Merger Consideration to be issued or paid upon due surrender of stock certificate(s) or book-entry shares may be issued or paid to such a transferee if all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable with respect to such book-entry shares. Until surrendered upon the terms and subject to the conditions set forth in the Merger Agreement, each stock certificate and book-entry share will be deemed at all times after the Effective Time to represent only the right to receive upon such surrender, without interest, the corresponding Merger Consideration.

At the Effective Time, the stock transfer books of the Company will be closed, and there will be no further registration of transfers on the stock transfer books of the Company or the Surviving Corporation of shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, stock certificate(s) or book-entry shares are presented to the Surviving Corporation for transfer, they will be canceled and exchanged for a check in the proper amount pursuant to the Merger Agreement.

Each of the Company, the Surviving Corporation, the Paying Agent, Parent and Merger Sub will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement such amount as it is required to deduct and withhold with respect to the making of such payment under the Code, the rules or regulations promulgated thereunder, any provision of applicable state, local or foreign tax law or any other law. To the extent that amounts are so withheld and paid over to the appropriate governmental authority, such withheld amounts will be treated for purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

These procedures will be described in the letter of transmittal that the Company’s stockholders will receive, which such stockholders should read carefully in its entirety.

Representations and Warranties

The Merger Agreement contains a number of representations and warranties made by the Company, Parent and Merger Sub. The statements embodied in those representations and warranties were made for purposes of the contract among the parties and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of that contract. Certain representations and warranties were made as of the date of the Merger Agreement (or other dates specified in the Merger Agreement), may be subject to contractual standards of materiality different from those generally applicable to stockholders or may have been used for the purpose of allocating risk by the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of facts because they are qualified as described above. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the Merger Agreement, and these changes may or may not be fully reflected in the Company’s or Parent’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company, Parent and the Merger Sub that is contained in this Information Statement, as well as in the filings that the Company and Parent will make and have made with the SEC. The representations and warranties contained in the Merger Agreement may or may not have been accurate as of the date they were made and we make no assertion herein that they are accurate as of the date of this Information Statement.

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In the Merger Agreement, the Company has made a number of representations and warranties that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or by information in the confidential disclosure letter the Company delivered in connection with the Merger Agreement (the “Company Disclosure Letter”) (as may or may not be specifically indicated in the text of the Merger Agreement). These representations and warranties relate to, among other things:

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Due organization, valid existence and good standing of the Company and its subsidiaries;

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The Company’s capital structure as of a date certain prior to signing, including the particular number of outstanding shares of Common Stock, Options, Restricted Stock, Restricted Stock Units and Performance Units;

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Authorization to enter into and deliver the Merger Agreement (subject to the Company Required Vote, which occurred on January 31, 2018, the date the Merger Agreement was executed) and to consummate the transactions contemplated thereby, the enforceability of the Merger Agreement against the Company, and the Company Board’s approval and recommendation;

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Consents and approvals required in connection with the Merger Agreement and the consummation of the transactions contemplated thereby;

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Company subsidiaries and the ownership of such Company subsidiaries;

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Timeliness and accuracy of SEC reporting;

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Accuracy of financial statements and lack of undisclosed liabilities;

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Absence of a Company Material Adverse Effect (as defined below) since September 30, 2017;

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Legal proceedings;

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Information of the Company provided in this Information Statement;

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Employee benefit plans;

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Labor matters;

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Tax matters;

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Compliance with environmental laws and authorizations;

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Compliance with applicable laws and holding of permits;

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Intellectual property rights;

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Insurance;

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Material contracts of the Company;

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Real property matters;

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Compliance with anti-bribery laws, money laundering and export control laws;

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Related party transactions;

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Receipt of Credit Suisse’s opinion;

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Lack of undisclosed broker’s or finder’s fees;

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Application of Section 203 of the DGCL related to “business combinations”; and

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Lack of other representations and warranties.

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Certain of the Company’s representations and warranties are qualified as to materiality or a “Company Material Adverse Effect”. “Company Material Adverse Effect” means any fact, circumstance, change, event, occurrence or development that, individually or when taken together, has or is reasonably likely to have, a material adverse effect on the business, condition (financial or otherwise), operations, assets,

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liabilities or results of operations of the Company and its subsidiaries, taken as a whole; provided, that none of the following, or any fact, circumstance, change, event, occurrence or development resulting or arising from the following, will constitute, or will be considered in determining whether a Company Material Adverse Effect has occurred:

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Changes in conditions in the U.S. (or any other countries where the Company or any subsidiary operates) or global economy or capital or financial markets generally, including changes in interest or exchange rates;

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Changes in general legal, tax, regulatory, political or business operations in the countries in which the Company or any subsidiary operates;

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General market or economic conditions in the residential and commercial construction, manufactured housing or remodeling and renovation industries;

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The announcement or pendency of the Merger Agreement (including the identity of the Sponsor or the transactions contemplated thereby) or the agreement and plan of merger by and among Atrium Corporation, Pisces Parent, LLC, CD&R Atlas Merger Sub, Inc. and Atrium Intermediate Holdings, LLC (the “Atrium Purchase Agreement”), or the transactions contemplated thereby, including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, vendors, lenders, investors, venture partners or employees;

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Changes in applicable foreign, federal, state or local law, statutes, ordinances, decrees, rules, regulations or administrative policies or interpretations thereof;

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Changes in generally accepted accounting principles or the interpretation thereof;

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Any action required to be taken pursuant to the Merger Agreement or at the request or with the consent of Parent or Merger Sub;

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Any failure by the Company to meet any projections, guidance, estimates, forecasts or milestones or published financial or operating predictions for or during any period ending (or for which results are released) on or after the date of the Merger Agreement (it being agreed that the facts and circumstances giving rise to such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred);

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Any litigation arising from or relating to the Merger;

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A decline in the price of the Common Stock (it being agreed that the facts and circumstances giving rise to such decline may be taken into account in determining whether a Company Material Adverse Effect has occurred); or

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Any natural disaster (including hurricanes, floods and tornadoes) or other acts of God, acts of war, armed hostilities, sabotage or terrorism (including cyber-terrorism), or any escalation or worsening of any such acts of war, armed hostilities, sabotage or terrorism (including cyber-terrorism) threatened or underway as of the date of the Merger Agreement.

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However, any change or event arising out of or resulting from the exclusions set forth in the first through third, fifth, sixth and eleventh exclusions set forth immediately above may constitute, and be taken into account in determining the occurrence of, a Company Material Adverse Effect if and only to the extent that such change or event has a disproportionate adverse impact on the Company or any of its subsidiaries, taken as a whole, as compared to any other similarly situated participants that operate in the industries in which the Company and its subsidiaries operate.

In the Merger Agreement, Parent and Merger Sub have made a number of representations and warranties that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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Due organization, good standing and authority and qualification to conduct business with respect to Parent and Merger Sub;

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Merger Sub’s capitalization as of the date of the Merger Agreement;

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Authorization to enter into the Merger Agreement and to consummate the transactions contemplated thereby, the enforceability of the Merger Agreement against Parent and Merger Sub and approval by the Boards of Directors of each of Parent and Merger Sub, respectively;

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Lack of certain conflicts, consents and approvals;

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Information of Parent provided in this Information Statement;

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Financing matters and the enforceability of the guarantee provided by the Sponsor;

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Lack of litigation;

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Lack of share ownership in the Company;

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Lack of finders or brokers fees owed;

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All other contracts, arrangements or understandings between or among Parent, Merger Sub or any affiliate of Parent, on the one hand, and any member of the Company Board or management or a stockholder of the Company, on the other hand;

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Solvency of the Surviving Corporation and its subsidiaries, on a consolidated basis, immediately after giving effect to the transactions contemplated by the Merger Agreement;

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Lack of stockholder vote necessary, except Parent’s approval as sole stockholder of Merger Sub;

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Lack of representations or warranties made by the Company in respect of the Merger Agreement or the transactions contemplated thereby, other than as set forth in the Merger Agreement; and

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Lack of other representations and warranties by the Company with respect to (a) any financial projection, forecast, estimate, budget or prospect information or (b) any oral or written information presented to Parent, Merger Sub or any of their representatives in the course of the due diligence investigation of the Company, negotiation of the Merger Agreement or the course of the transactions contemplated by the Merger Agreement.

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Conduct of the Company’s Business Pending the Merger

The Merger Agreement provides that, unless (i) Parent otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) such action is expressly permitted or required pursuant to the Merger Agreement (including as specified in the Company Disclosure Letter) or is required by applicable law, the Company agrees that during the period commencing on the date of the Merger Agreement and ending at the Effective Time or such earlier date as the Merger Agreement is validly terminated (the “Pre-Closing Period”), the Company will, and will cause each of the Company subsidiaries to, use their respective commercially reasonable efforts to (A) conduct their business in the Ordinary Course of Business (as defined below) and (B) in the Ordinary Course of Business, (I) preserve intact, in all material respects, its business and operations, (II) keep available the services of its directors, officers and key employees and (III) preserve its current material relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings, provided that the Company will not and will not permit any of the Company subsidiaries to do any of the following:

•

amend the certificate of incorporation and bylaws of the Company or its subsidiaries;

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except for shares of Common Stock issuable upon the exercise, vesting, settlement or conversion of equity awards (other than the awards described in the Merger Agreement), issue, sell, grant, dispose of, pledge or otherwise encumber or authorize, publicly propose or agree to the issuance, sale or disposition by the Company or any of the Company subsidiaries of, any shares of, or any options, warrants, calls, commitments or rights or any other agreements to acquire any shares of, or any securities convertible into or exchangeable for any shares of, its capital stock of any class, or any voting securities or equity interests or any other securities in respect of, in lieu of, or in substitution for any class of its capital stock outstanding on the date of the Merger Agreement;

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declare, set aside or pay any dividend or other distribution payable in cash, capital stock, property or otherwise with respect to any shares of its capital stock (other than dividends paid by a wholly owned subsidiary to the Company or another wholly owned subsidiary of the Company), or make any other actual, constructive or deemed distribution in respect of the shares of capital stock;

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split, combine, subdivide or reclassify any of its outstanding securities;

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purchase or otherwise acquire, sell, lease, transfer or dispose of or encumber in any material respect any assets of the Company or its subsidiaries that are material to the conduct of the business of the Company and its subsidiaries, taken as a whole, other than:

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purchases of inventory and other assets in the Ordinary Course of Business or pursuant to existing contracts,

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pursuant to dispositions of obsolete, surplus or worn out assets (including intellectual property) that are no longer useful in the conduct of the business of the Company and its subsidiaries,

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capital expenditures contemplated by the Company’s 2018 budget provided to Parent prior to the date of the Merger Agreement,

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for transactions between the Company and any wholly owned subsidiary of the Company or between wholly owned subsidiaries of the Company, or

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liens created in the Ordinary Course of Business in connection with borrowings under existing credit facilities;

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acquire (by merging or consolidating with or by purchasing all or a substantial equity interest in or a substantial portion of the assets of, or by any other manner) any business, corporation, partnership, association or other business organization or division thereof in excess of  $5,000,000 in the aggregate;

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purchase, redeem or otherwise acquire, or authorize or agree to purchase, redeem or acquire, directly or indirectly, any shares of its capital stock, other equity securities, other ownership interests or any options, warrants or rights to acquire any such stock, securities or interests, other than from holders of equity awards in full or partial payment of the exercise price (as applicable) and any applicable taxes payable by such holder upon exercise, vesting or settlement of equity awards, in each case, to the extent required or permitted under the terms of such equity awards;

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incur any indebtedness for borrowed money, issue any debt securities or warrants or other rights to acquire debt securities or enter into any capital leases (other than (i) loans, capital contributions, advances or investments between the Company and any wholly owned subsidiary of the Company or between wholly owned subsidiaries of the Company, (ii) borrowings under existing credit facilities incurred in the Ordinary Course of Business, (iii) indebtedness incurred in connection with equipment financings in the Ordinary Course of Business and (iv) trade payables incurred in the Ordinary Course of Business) or assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person (other than with respect to obligations of any direct or indirect wholly owned subsidiary of the Company and letters of credit or similar arrangements issued to or for the benefit of suppliers and manufacturers in the Ordinary Course of Business);

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make any loans, advances or capital contributions to, or investments in, any other person except (a) for travel advances in the Ordinary Course of Business to employees of the Company or any subsidiary, (b) extensions of trade credit in the Ordinary Course of Business or (c) among direct or indirect wholly owned subsidiaries of the Company in the Ordinary Course of Business;

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other than in connection with the incurrence of any indebtedness permitted pursuant to the clause two clauses immediately above this clause, mortgage or pledge any of the Company’s or its subsidiaries’ assets, tangible or intangible, or create or suffer to exist any lien thereupon (other than permitted liens);

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except as required by law or any Company employee plan set forth in the Company Disclosure Letter under terms existing on the date hereof;

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grant any new rights to, or increase, any severance or termination pay to any current or former director, officer, employee or consultant (who is a natural person) of the Company or any subsidiary,

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increase the compensation, bonus or other benefits of any current or former director, officer, employee or consultant (who is a natural person) of the Company or any subsidiary (except for routine annual base salary increases in the Ordinary Course of Business for employees with base compensation of less than $250,000),

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pay any bonus, grant any new awards, or modify any existing awards (including to accelerate the vesting or payment thereof), under any Company employee plan or any arrangement that would have been a Company employee plan had it been in effect as of the date hereof,

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enter into any employment, consulting, severance, termination or similar agreement with any current or former director, officer or employee or consultant (who is a natural person) of the Company or any subsidiary (except in connection with “at will” offer letters for new hires (including consultants) with base compensation of less than $250,000 that are terminable on less than 90 days’ notice without penalty),

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adopt or establish any collective bargaining agreement or new Company employee plan (or employee benefit plan or arrangement that would have been a Company employee plan if in effect on the date hereof) or amend in any respect any existing Company employee plan (except for any such amendment that does not increase the cost of such plan to the Company by more than a de minimis amount and except as may otherwise be permitted by this provision),

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hire, promote or terminate without “cause” the employment of any executive officer, or any employee whose base compensation exceeds $250,000,

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take any action to fund or in any other way secure the payment, of compensation or benefits under any Company employee plan,

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change any actuarial or other assumptions used to calculate funding obligations for any Company employee plan or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or

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forgive any loans, or issue any loans (other than routine travel or business expense advances issued in the Ordinary Course of Business), to any current or former director, officer or employee of the Company or any subsidiary; provided, however, that the Company or any subsidiary may establish a bonus program in respect of fiscal year 2018 in the Ordinary Course of Business with respect to bonus targets, performance measures and goals;

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make, change or rescind any material tax election, settle or compromise any material tax liability, or surrender any right to a material refund or reduction in respect of taxes, amend any material tax return, adopt or change any method of tax accounting or reporting in respect of material taxes, or consent to any extension or waiver of any limitation period with respect to any material claim or assessment for taxes;

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make any material change to its accounting policies or practices, except as required by GAAP or applicable law;

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other than in the Ordinary Course of Business, revalue in any material respect any of its properties or assets, including writing-off notes or accounts receivable, in any case other than as required by GAAP or applicable law;

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enter into a material line of business outside of the business of the Company and its subsidiaries conducted as of the date hereof;

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•

cancel any material indebtedness owed to the Company or its subsidiaries;

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waive, release, grant or transfer any material claim or right of material value or consent to the termination of any material claim or right of material value;

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settle or compromise any litigation or other legal proceedings, other than any settlement or compromise where the amount paid or to be paid by the Company or any subsidiary:

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is covered by insurance coverage maintained by the Company or a subsidiary,

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is less than or equal to the amount reserved therefor or reflected on the balance sheet included in the Company’s financial statements,

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is less than or equal to $750,000 individually or $3,000,000 in the aggregate or

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is comprised of any combination of the foregoing;

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except in the Ordinary Course of Business, amend, modify or terminate (which, for the avoidance of doubt, shall not include any expiration of a Company material contract in accordance with its then-existing term) any Company material contract, or knowingly waive, release or assign any material rights, claims or benefits under any Company material contract, or enter into any new contract that, if entered into prior to the date of the Merger Agreement, would constitute a Company material contract, excluding any non-exclusive license agreements or the exercise of any renewal or expansion rights contained in any Company material contract;

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sell, license, sublicense, covenant not to sue under, abandon, assign, transfer, disclose, create any lien on (other than permitted liens), or otherwise grant any rights under any Company intellectual property that is material to the Company and its subsidiaries, taken as a whole, or amend, renew, terminate, sublicense, assign or otherwise modify any license or other agreement by the Company or any subsidiary with respect to any licensed Company intellectual property that is material to the Company and its subsidiaries, taken as a whole, in each case other than in the Ordinary Course of Business;

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fail to use commercially reasonable efforts to maintain existing insurance policies or comparable replacement policies, in each case to the extent available for a reasonable cost;

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except in the Ordinary Course of Business, enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee), or materially modify or amend or waive or violate any material term or condition of any lease or sublease of real property;

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sell or acquire any real property;

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enter into or consummate any related party transaction; or

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agree or commit to take any of the foregoing actions.

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“Ordinary Course of Business” means the usual, regular and ordinary course of business, consistent in all material respects with past practice.

No Solicitation of Other Offers

The Merger Agreement provides that the Company will, and cause each of the Company subsidiaries and direct its and their officers, directors and other representatives to: (i) immediately cease any and all activities, discussions or negotiations that commenced prior to the date of the Merger Agreement with respect to a Takeover Proposal (as defined below); (ii) promptly request the return or destruction of, and terminate access to any data room containing, any confidential information of the Company previously furnished to any person in connection with a potential Takeover Proposal; and (iii) from the date of the Merger Agreement until the earlier of the Effective Time or the termination of the Merger Agreement, not to publicly announce any intention to, directly or indirectly:

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solicit, initiate, knowingly facilitate or knowingly encourage the submission of any inquiries or the making of any proposal or offer that constitutes, or is reasonably likely to lead to, any Takeover Proposal;

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approve, publicly recommend or endorse, execute or enter into any agreement, agreement-in-principle, term sheet or letter of intent providing for or accepting any alternative proposal or any proposal or offer that is reasonably likely to lead to a Takeover Proposal;

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amend or grant any waiver or release under any standstill or similar agreement with respect to any class of equity securities of the Company or any of its subsidiaries;

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other than informing third parties of the existence of the restrictions described above, participate or engage in any discussions or negotiations regarding, or furnish to any person any non-public information, or afford access to personnel, books or records of the Company or any of its subsidiaries, for the purpose of knowingly assisting, participating in, encouraging or facilitating any inquires or the making of any proposal or offer that constitutes, or is reasonably likely to lead to, any Takeover Proposal; or

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resolve or agree to do any of the foregoing or otherwise authorize or direct any of its representatives to take any such action.

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Notwithstanding the no solicitation obligations described above, if the Company or any of its subsidiaries or any of its or their respective representatives had received a bona fide written alternative proposal after the date of the Merger Agreement and before the receipt of the Company Required Vote (which was received on January 31, 2018, the date the Merger Agreement was executed) that did not result from a material breach of the non-solicitation obligations and was in compliance with all such provisions in the Merger Agreement, the Company and its representatives could have contacted the person or its representatives making such alternative proposal to clarify the terms and conditions thereof and, if the Company Board determined in good faith (after consultation with outside counsel and its financial advisor) that such alternative proposal constituted or was reasonably likely to lead to a Superior Proposal, the Company could have, prior to (but not after) the receipt of the adoption of the Merger Agreement by the Company’s stockholders (which occurred on January 31, 2018, the date the Merger Agreement was executed), taken the following actions:

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Furnish information with respect to the Company and its subsidiaries to the person or entity making such Takeover Proposal and such person’s or entity’s representatives, but only pursuant to an Acceptable Confidentiality Agreement (as defined below), and concurrently with its delivery to such person or entity, the Company delivers or makes available to Parent all such non-public information not previously provided to Parent; or

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Participate or engage in discussions or negotiations (including the solicitation of revised Takeover Proposals) with such person and such person’s representatives and its potential financing sources regarding such Takeover Proposal.

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As promptly as practicable, and in no event later than 48 hours after receipt, the Company would have been required to notify Parent of the Company’s receipt of any written Takeover Proposal, and to indicate the identity of the person or entity making such Takeover Proposal and the material terms and conditions of such Takeover Proposal. The Company also would have been required to keep Parent reasonably informed on a prompt (and in no event later than forty-eight hours after the occurrence of any material development) basis of any material developments affecting the status and terms of such Takeover Proposal.

As a result of the execution and delivery of the Written Consent on January 31, 2018 (the date the Merger Agreement was executed), the requisite stockholder approval has been obtained; therefore, the Company Board has no ability to change its recommendation, and the Company is prohibited from responding to unsolicited proposals and terminating the Merger Agreement to accept a Superior Proposal.

For purposes of the Merger Agreement:

“Acceptable Confidentiality Agreement” means a customary confidentiality agreement on terms substantially similar to, and no less restrictive in any material respect than, the Confidentiality Agreement dated October 30, 2017 between Clayton, Dubilier & Rice, LLC and Ply Gem Industries, Inc. (the “Confidentiality Agreement”), except that such acceptable confidentiality agreement will contain additional provisions that (i) expressly permit the Company to comply with the no solicitation obligations in the Merger Agreement and (ii) may not include any provision calling for an exclusive right to negotiate with the Company.

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“Takeover Proposal” means, other than the Merger, any proposal or offer from, or indication of interest in making a proposal or offer by, any person or entity (other than Parent, Merger Sub or any of their affiliates) or “group” (as defined in Section 13(d) of the Exchange Act) for (i) the direct or indirect acquisition (whether in a single transaction or a series of related transactions) of  (A) 20% or more of the Company’s consolidated assets, (B) 20% or more of the outstanding Common Stock (or securities of the Company convertible into or exchangeable or exercisable for Common Stock), (iii) a tender offer or exchange offer or other direct or indirect acquisition that if consummated would result in any “Person” or “group” (as defined in Section 13(d) of the Exchange Act) beneficially owning 20% or more (or, in the case of any person beneficially owning (for purposes of Section 13(d) of the Exchange Act) 20% or more of the Common Stock as of the date of the Merger Agreement, any additional) of the outstanding Common Stock (or securities of the Company convertible into or exchangeable or exercisable for Common Stock), (iv) a merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (other than mergers, consolidations, recapitalizations, share exchanges or other business combinations involving solely the Company and/or one or more Company subsidiaries), or (v) any combination of the foregoing types of transactions if the sum of the percentage of consolidated assets, net revenues or net income and Common Stock involved is 20% or more, in each case, other than the Merger.

“Superior Proposal” means any bona fide written Takeover Proposal obtained after the date of the Merger Agreement that the Company Board determines in its good faith judgment (after consultation with its financial advisor and outside counsel), taking into account (i) the anticipated timing, conditions (including any financing condition of any debt or equity funding commitments) and prospects for completion of such Takeover Proposal and (ii) all the terms (financial and otherwise) of such proposal and the Merger Agreement (including any offer by Parent to amend the terms of this Agreement), would, if consummated, result in a transaction that is more favorable from a financial point of view to the holders of shares of Common Stock than the Merger; provided that, for purposes of this definition only, references to 20% in the definition of Takeover Proposal shall be deemed to be references to 50%.

Change of Recommendation

The Merger Agreement provides that neither the Company Board nor any committee thereof may (i) withdraw (or modify in a manner adverse to Parent or Merger Sub), or propose publicly to withdraw (or modify in a manner adverse to Parent or Merger Sub), the Board Recommendation, (ii) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal or (iii) resolve or agree to take any of the foregoing actions (any action described in clause (i), (ii) or (iii) being referred to as a “Company Adverse Recommendation Change”) or (iv) authorize, cause or permit the Company or any of its subsidiaries to, or authorize or direct any of their respective representatives to, enter into any agreement, agreement-in-principle or letter of intent providing for any Takeover Proposal, other than an Acceptable Confidentiality Agreement, except as described below.

Prior to receipt of the Company Required Vote (which was received on January 31, 2018, the date the Merger Agreement was executed), if the Company had received a bona fide written Takeover Proposal that was not withdrawn and the Company Board had determined in good faith (after consultation with outside counsel and its financial advisor), that such Takeover Proposal constituted or was reasonably likely to lead to a Superior Proposal, the Company Board would have been permitted to (i) make a Company Adverse Recommendation Change and (ii) terminate the Merger Agreement to enter into a binding written agreement with respect to such Takeover Proposal, in each case, if and only if:

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the Company Board determined in good faith, after consultation with the outside counsel, that failure to do so would reasonably be expected to be inconsistent with its fiduciary obligations under applicable law;

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the Company gave Parent prior written notice of its intention to make a Company Adverse Recommendation Change or to terminate the Merger Agreement at least three business days prior to making any such Company Adverse Recommendation Change or terminating the Merger Agreement (a “Determination Notice”) (which notice would not constitute a Company Adverse Recommendation Change or termination); and

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•

(1) the Company provided to Parent all material terms and conditions of the Takeover Proposal, (2) the Company gave Parent three business days after the Determination Notice to propose revisions to the terms of the Merger Agreement or make another proposal so that such Takeover Proposal would cease to constitute a Superior Proposal and (3) after giving effect to the proposals made by Parent (which are not revocable by Parent for at least three business days), if any, after consultation with outside counsel, the Company Board determined, in good faith, that such Takeover Proposal was a Superior Proposal and that failure to make the Company Adverse Recommendation Change or terminate the Merger Agreement would reasonably be expected to be inconsistent with its fiduciary duties under applicable law.

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Nothing in the Merger Agreement prohibits the Company or the Company Board from (i) taking and disclosing to the Company’s stockholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder, or (ii) making any disclosure to the Company’s stockholders that is required by applicable law.

As a result of the execution and delivery of the Written Consent on January 31, 2018 (the date the Merger Agreement was executed), the requisite stockholder approval has been obtained; therefore, the Company Board has no ability to change its recommendation, and the Company is prohibited from responding to unsolicited proposals and terminating the Merger Agreement to accept a Superior Proposal.

Stockholder Action by Written Consent

The Merger Agreement required the Company to use its best efforts to secure a written consent of the Company’s majority stockholders, representing the Company Required Vote, in form and substance reasonably acceptable to Parent. On January 31, 2018, the date the Merger Agreement was executed, the CI Partnerships executed and delivered the Written Consent, representing the Company Required Vote. A copy of the Written Consent is attached hereto as Annex B. Therefore, no further approval or consent by the Company’s stockholders is required or needed in connection with the Merger Agreement or the transactions contemplated thereby, including the Merger.

Financing Covenant; Company Cooperation

The Merger Agreement requires Parent to use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, advisable or desirable to timely satisfy the conditions to the debt financing within its control, maintain in effect, comply with its obligations and enforce its rights under the debt and equity commitment letters and, with respect to the Debt Commitment Letter, negotiate and enter into definitive agreements with respect thereto. If funds in the amounts and on the terms set forth in the Debt Commitment Letter become unavailable to Parent or Merger Sub on the terms and conditions contemplated in the Debt Commitment Letter, Parent and Merger Sub must promptly notify the Company of such fact and to use their reasonable best efforts to obtain as promptly as practicable alternative debt financing in amounts sufficient to consummate the Merger, provided that Parent and Merger Sub will not be required to accept any alternative financing having terms and conditions less favorable to Parent and Merger Sub than those in the existing debt financing arrangements. In the event all conditions applicable to the Debt Commitment Letter have been satisfied, Parent will use its reasonable best efforts to cause the persons providing the financing to fund such financing required to consummate the transactions contemplated by the Merger Agreement as soon as practicable.

Parent has also agreed not to permit certain replacements, amendments, supplements, modifications or waivers of the Debt Commitment Letter and, upon request of the Company, to keep the Company apprised of material developments relating to the financing and satisfaction of the conditions to receipt of the financing and will provide the Company prompt notice of any material adverse change with respect to the financing, including certain specified events.

Pursuant to the Merger Agreement, the Company agreed, prior to the date of the Closing, to use its reasonable best efforts to provide, and to cause its subsidiaries and its and their respective representatives to use reasonable best efforts to provide, to Parent and Merger Sub, in each case at Parent’s sole cost and expense, such cooperation as is customary and reasonably requested by Parent in connection with the

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arrangement of the debt financing. Parent will promptly, upon request by the Company, reimburse the Company for all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses of the Company’s accounting firms engaged to assist in connection with the financing) incurred by the Company or any of its subsidiaries or their respective representatives in connection with such cooperation of the Company and its subsidiaries and their respective representatives, and Parent will indemnify and hold harmless the Company, its subsidiaries and their respective representatives from and against any and all damages or expenses suffered or incurred by any of them in connection with the arrangement of Parent’s financing, subject to certain exceptions.

Parent also may not replace, amend, supplement, modify or waive, or agree to replace, amend, supplement, modify or waive (in any case whether by action or inaction), any term of the equity commitment letter without the prior written consent of the Company. In addition, Parent agreed to promptly (and in any event within one business day) notify the Company of  (i) the expiration or termination (or attempted or purported termination, whether or not valid) of the equity commitment letter, or (ii) any refusal by the Sponsor to provide the full financing contemplated by the equity commitment letter.

Further Action; Efforts

Upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with applicable law, each of Company, Parent and Merger Sub will use reasonable best efforts to take, or cause to be taken (and Parent will cause Merger Sub to take or cause to be taken), all action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate and make effective the Merger. The Company, Parent and Merger Sub have each agreed that they will consult with each other with respect to the obtaining of all necessary permits, consents, approvals and authorizations of all third parties and governmental authorities.

Section 16 Matters

Prior to the Effective Time, Parent, Merger Sub, the Company and the Company Board will use reasonable best efforts and take all actions to the extent necessary or as may be reasonably requested by any party to the Merger Agreement to cause the transactions contemplated by the Merger Agreement and any dispositions or cancelations of equity securities of the Company held by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company, and who would otherwise be subject to Rule 16b-3 under the Exchange Act, to be exempt under Exchange Act Rule 16b-3.

Employee Benefits

Pursuant to the Merger Agreement, from and after the Effective Time, Parent is required to honor, and will cause the Surviving Corporation to honor, all employee benefit plans in accordance with their terms as in effect immediately before the Effective Time and will assume any employee plans that require or contemplate assumption by their terms by an acquirer or successor. Parent will provide, or will cause to be provided, to each employee immediately before the Effective Time (including any of our executive officers) who is employed by the Surviving Corporation or any subsidiary of the Surviving Corporation immediately following the Effective Time (which we refer to as “Continuing Employees”) other than any Company employees covered by a collective bargaining agreement, (i) a base salary and annual cash bonus and commission opportunity no less favorable than provided to such Continuing Employees immediately before the Effective Time and (ii) employee benefits (excluding equity and equity-based compensation, long-term cash incentives, transaction-based compensation, non-recurring compensation and severance practices for employees that are not covered by an employment agreement as discussed below) that are substantially comparable in the aggregate to the benefits (subject to the same exclusions) provided to such Continuing Employees immediately before the Effective Time.

From and after the date of the Closing, with respect to Continuing Employees, Parent will cause, and will cause the Surviving Corporation to cause, the service of each such Continuing Employee prior to the date of the Closing to be recognized for purposes of eligibility to participate, levels of benefits (but not for benefit accruals or participation eligibility under any defined benefit pension plan or plan providing

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post-retirement medical or other similar benefits) and vesting under the new employee benefit plans, programs or arrangement of the Surviving Corporation (“New Benefit Plan”), in which any Continuing Employee is or becomes eligible to participate, but solely to the extent that such credit would not result in a duplication of benefits.

From and after the date of the Closing, with respect to each New Benefit Plan that is an “employee welfare benefit plan”, in which any Continuing Employee is or becomes eligible to participate, Parent will, and will cause the Surviving Corporation to, use commercially reasonable efforts to cause each such New Benefit Plan to waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such New Benefit Plan for such Continuing Employees and their eligible dependents to the same extent that such pre-existing conditions, waiting periods, required physical examinations and exclusions would not have applied or would have been waived under the corresponding prior employee plan in which such Continuing Employee was a participant immediately prior to his commencement of participation in such New Benefit Plan.

If any Continuing Employee (who is not otherwise a party to an employment agreement providing for severance benefits upon termination) is terminated on or prior to the first anniversary of the date of the Closing under circumstances under which such Continuing Employee would have received severance benefits under the Company’s severance practices as in existence as of the date of the Merger, Parent will cause the Surviving Corporation to provide that such Continuing Employee shall be entitled to severance benefits from the Surviving Corporation that are consistent with past practice.

Indemnification; Directors’ and Officers’ Insurance

After the Effective Time, Parent and the Surviving Corporation (the “Indemnifying Parties”) have agreed to, jointly and severally, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of the Merger Agreement or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (each an “Indemnified Party”) against all losses, claims, damages, liabilities, fees, expenses, judgments or fines arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including in respect of the Merger Agreement and the Merger), whether asserted or claimed prior to, at or after the Effective Time, and will advance each Indemnified Party within 20 business days of receipt by Parent or the Surviving Corporation from the Indemnified Party of a request therefor for any reasonable legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments or fines as such expenses are incurred, but subject to the Indemnifying Parties’ receipt of an unsecured undertaking, to the extent required by the DGCL, by or on behalf of the Indemnified Party to repay such expenses if it is ultimately determined that such Indemnified Party is not entitled to indemnification under the Merger Agreement.

Parent and the Surviving Corporation will, jointly and severally, cause the individuals who have served as officers of the Company or any Company subsidiary prior to the Effective Time who are then covered by the directors’ and officers’ liability insurance policy currently maintained by the Company (“D&O Insurance”) to be covered under a directors’ and officers’ liability insurance policy on terms and conditions no less advantageous to such individuals than the existing director’s and officers’ liability insurance policy for a period of not less than six years after the Effective Time, but only to the extent related to actions or omissions of such officers and directors at or prior to the Effective Time (including in respect of the Merger Agreement and the Merger) in their capacities as such, whether asserted or claimed prior to, at or after the Effective Time. However, in no event will Parent or the Surviving Corporation be required to expend more than an amount per year equal to 300% of current annual premiums paid by the Company for such insurance to maintain or procure insurance coverage pursuant to the Merger Agreement. If the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds 300% of the current annual premiums, Parent and the Surviving Corporation will procure and maintain for the six-year period as much coverage as is available for that amount. Parent will have the right to cause coverage to be extended under the D&O Insurance by obtaining a six-year tail policy on terms and conditions no less advantageous to such former directors and officers than the D&O Insurance, and such policy will satisfy the insurance obligations under the Merger Agreement. Notwithstanding anything to the contrary in the Merger

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Agreement, the Company may, prior to the Effective Time, purchase such a tail policy, and Parent will cause the Surviving Corporation to maintain such tail policy in full force and effect for its full term, in which case Parent will be relieved from the above obligations.

Transaction Litigation

Prior to the earlier of the Effective Time or the termination of the Merger Agreement, the Company will control the defense of any litigation brought by stockholders of the Company against the Company and/or its directors or officers relating to the Merger or a breach of the Merger Agreement or any other agreements contemplated thereby. However, the Company will give Parent the right to review and comment on all material filings or responses to be made by the Company in connection with any such litigation, and the right to consult on the settlement, release, waiver or compromise of any such litigation, and the Company will in good faith take such comments into account, and, except as provided for in the Company Disclosure Letter, no such settlement, release, waiver or compromise relating to the Merger will be agreed to without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). The Company will promptly notify Parent of any such litigation and shall keep Parent informed on a reasonably current basis with respect to the status thereof.

Other Covenants

The Merger Agreement contains certain other covenants among Parent, Merger Sub and the Company, including covenants relating to access to information both before and after the Effective Time, the preparation of this Information Statement, other governmental filings, obtaining consents, exempting the transactions contemplated by the Merger Agreement from takeover statutes, public announcements and acquisition of Common Stock by Parent and Merger Sub.

Conditions to the Merger

Each of the Company’s, Parent’s and Merger Sub’s obligation to complete the Merger is subject to the satisfaction or, to the extent permitted by the Merger Agreement and applicable law, waiver of, on or prior to the Closing of the following conditions:

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Receipt of the Company Required Vote and the elapse of 20 calendar days since the mailing to the Company’s stockholders of this Information Statement;

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Any waiting period (and any extensions thereof) under the HSR Act will have expired or been terminated or obtained, as applicable; and

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No judgment issued by a court of competent jurisdiction or by a governmental authority, nor any law or other legal restraint or prohibition entered or made after the date of the Merger Agreement, will be in effect that would make the Merger illegal or otherwise prevent or prohibit the consummation thereof.

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The obligation of the Company to consummate the Merger is subject to the satisfaction or, to the extent permitted by the Merger Agreement and applicable law, waiver of, on or prior to the Closing of the following conditions:

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The representations of and warranties of Parent set forth in the Merger Agreement must be true and correct in all respects as of the date of the Merger Agreement and as of the date of the Closing with the same effect as though made at and as of such date (other than representations and warranties which address matters only as of a certain date which shall be accurate as of such certain date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect”) would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect;

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Each of Parent and Merger Sub must have performed and complied with in all material respects all covenants and obligations required to be performed or complied with by it under the Merger Agreement at or prior to the Closing; and

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•

The Company must have received a certificate executed by a duly authorized officer of Parent certifying that the conditions set forth in the two clauses immediately above are duly satisfied as of immediately prior to the Closing.

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For purposes of the foregoing, “Parent Material Adverse Effect” is defined as any change, event occurrence or development that would reasonably be expected to prevent, or materially delay, the ability of either Parent or Merger Sub to perform its obligations under the Merger Agreement or to consummate the Merger.

The obligation of Parent and Merger Sub to consummate the Merger is subject to the satisfaction or, to the extent permitted by the Merger Agreement and applicable law, waiver of, on or prior to the Closing of the following conditions:

•

Each of the Company’s representations or warranties set forth in the Merger Agreement regarding the Company’s corporate power and authority, Board Recommendation, subsidiary ownership, lack of Company Material Adverse Effect, and compliance with Section 203 of the DGCL must be true and correct as of the date of the Merger Agreement and as of the date of the Closing with the same effect as though made at and as of such date (other than representations and warranties which address matters only as of a certain date which must be accurate as of such certain date) in all respects;

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Each of the Company’s representations or warranties set forth in the Merger Agreement regarding the Company’s capitalization must be true and correct as of the date of the Merger Agreement and as of the date of the Closing with the same effect as though made at and as of such date (other than representations and warranties which address matters only as of a certain date which shall be accurate as of such certain date) in all respects (except for de minimis inaccuracies, it being understood that any inaccuracy that would cause the aggregate amount payable under the Merger Agreement to increase by more than $2,500,000 will be deemed not to be a de minimis inaccuracy);

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Each of the Company’s other representations and warranties set forth in the Merger Agreement must be true and correct as of the date of the Merger Agreement and as of the date of the Closing with the same effect as though made at and as of such date (other than representations and warranties which address matters only as of a certain date which must be accurate as of such certain date), except where the failure of such representations or warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth in such representations and warranties), individually or in the aggregate, has not had and would not reasonably be expected to result in a Company Material Adverse Effect;

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the Company must have performed and complied with in all material respects all covenants and obligations required to be performed or complied with by it under this Agreement at or prior to the Closing;

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since the date of the Merger Agreement, there must not have occurred a Company Material Adverse Effect; and

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Parent must have received a certificate executed by the Company’s Chief Executive Officer and Chief Financial Officer certifying on behalf of the Company that the conditions set forth in the five clauses listed immediately above are duly satisfied immediately prior to the Closing.

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Termination

The Merger Agreement may be (or could have been, as relevant) terminated and the Merger and other transactions contemplated thereby may be (or could have been, as relevant) abandoned as follows:

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by the mutual written consent of Parent and the Company at any time prior to the date of the Closing; or

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•

by either the Company or Parent as follows:

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if the Closing has not been consummated in accordance with the terms of the Merger Agreement on or the Termination Date; provided, however, that the right to terminate the Merger Agreement pursuant to these termination provisions will not be available to any party whose material breach of any provision of the Merger Agreement has been the proximate cause of, or resulted in, the Closing not having been consummated in accordance with the terms of the Merger Agreement prior to the Termination Date; or

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if any judgment issued by a court of competent jurisdiction or by a governmental authority, or law or other legal restraint or prohibition entered or made after the date hereof, in each case making the consummation of the Merger illegal or permanently restraining, enjoining or otherwise preventing the consummation thereof shall be in effect and shall have become final and nonappealable; provided, that the party seeking to terminate the Merger Agreement pursuant to this provision must have taken all actions required under the Merger Agreement to resist, lift or resolve such judgment, law or other legal restraint and the issuance of such judgment, legal restraint or prohibition was neither proximately caused by nor resulted from the failure of such party to perform in any material respect any covenant in the Merger Agreement required to be performed by such party; or

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by Parent, if prior to receipt of the Company Required Vote, (i) the Company Board had made a Company Adverse Recommendation Change or (ii) the Company had entered into, or publicly announced its intention to enter into, a binding written agreement with respect to a Superior Proposal; or

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by the Company, prior to receipt of the Company Required Vote, in compliance with the Merger Agreement in order to accept a Superior Proposal and enter into a definitive agreement providing for the implementation of such Superior Proposal, subject to the prior or concurrent payment of the Termination Fee in accordance with the Merger Agreement (provided, however, that because the Written Consent was delivered on January 31, 2018, the same date the Merger Agreement was executed, the Company is not entitled under the Merger Agreement to accept a Superior Proposal and enter into a definitive agreement providing for its implementation); or

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by Parent, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of the Company set forth in the Merger Agreement, which breach or failure to perform (i) would cause the conditions required for Parent and Merger Sub to close not to be satisfied and (ii) is incapable of being cured by the Termination Date or, if capable of being cured in such time frame, has not been cured within 20 business days following receipt by the Company of written notice of such breach or failure to perform from Parent; provided, however, that neither Parent nor Merger Sub will be entitled to terminate the Merger Agreement pursuant to this provision if either is then in material breach of any representation, warranty or covenant under the Merger Agreement; or

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by the Company, if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of Parent or Merger Sub set forth in the Merger Agreement, which breach or failure to perform (i) would cause the conditions required for Company not to be satisfied and (ii) is incapable of being cured by the Termination Date or, if capable of being cured in such time frame, has not been cured within 20 business days following receipt by Parent of written notice of such breach or failure to perform from the Company; provided, however, that the Company will not be entitled to terminate the Merger Agreement pursuant to this provision if it is in material breach of any representation, warranty or covenant under the Merger Agreement; or

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by Parent if the Company had failed to secure the Written Consent and deliver the Written Consent to Parent within eight hours after the execution of the Merger Agreement (which was delivered within eight hours after the execution of the Merger Agreement on January 31, 2018); or

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•

by the Company if  (i) all of the conditions required for Parent to close have been and remain satisfied or waived by Parent (other than those conditions that by their nature are to be satisfied at Closing and remain capable of such satisfaction), (ii) the marketing period has concluded, (iii) the Company has irrevocably confirmed by written notice to Parent it is ready, willing and able to consummate the Closing and (iv) Parent and Merger Sub fail to consummate the Merger within two business days following the delivery of such notice.

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The party desiring to terminate the Merger Agreement pursuant to the above listed provisions that remain relevant (other than pursuant to the first provision listed above) must deliver written notice of such termination to the other party, setting forth in such notice the provision pursuant to which such party is terminating the Merger Agreement.

Effect of Termination

Upon the termination of the Merger Agreement as described in “The Merger Agreement — Termination” beginning on page 63 of this Information Statement, the Merger Agreement will forthwith become null and void except for the provisions listed below, which will survive such termination.

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The provision requiring Parent to (i) reimburse Company for all reasonable and documented out-of-pocket expenses incurred by the Company or any of its subsidiaries and their respective representatives in connection with the cooperation of the Company with respect to Parent’s financing and (ii) indemnify, defend and hold harmless the Company, its subsidiaries and representatives from and against all damages or expenses suffered or incurred by any of them in connection with the arrangement of the financing;

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This provision related to the effect of termination on the Merger Agreement;

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The provision related to the fees and expenses described below in “— Fees and Expenses; Termination Fees”; and

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General provisions including nonsurvival of representations, warranties and agreements; notices; interpretations; governing law; jurisdiction; waiver of jury trial; counterparts; facsimile transmission of signatures; assignment; no third party beneficiaries; severability; entire agreement; specific performance; remedies; disclosure letter; and non-recourse.

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The Confidentiality Agreement and limited guarantee will not be affected by the termination of the Merger Agreement and will continue in full force and effect in accordance with their respective terms.

Fees and Expenses; Termination Fees

Except as expressly set forth in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such fees and expenses, whether or not the Merger is consummated.

The Company will pay (or would have paid, as relevant) Parent a termination fee of  $45,000,000 (the “Termination Fee”) in the event that the Merger Agreement is (or had been, as relevant) terminated:

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by Parent if  (i) prior to receipt of the Company Required Vote, the Company Board had made a Company Adverse Recommendation Change or had entered into, or publicly announced its intention to enter into, a binding agreement with respect to a Superior Proposal, or (ii) the Company had failed to secure and deliver the Written Consent within eight hours after the execution of the Merger Agreement (which was delivered within eight hours after the execution of the Merger Agreement on January 31, 2018);

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by the Company in order to accept a Superior Proposal and enter into a definitive agreement providing for the implementation of such Superior Proposal (provided, however, that because the Written Consent was delivered on January 31, 2018, the same date the Merger Agreement was executed, the Company is not entitled under the Merger Agreement to accept a Superior Proposal and enter into a definitive agreement providing for its implementation);

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•

by either Parent or the Company if Closing has not been consummated in accordance with the terms of the Merger Agreement by the Termination Date at a time at which Parent had the right to terminate the Merger Agreement due to a breach of or failure to perform any representation, warranty, covenant or agreement on the part of the Company, and (i) before the date of such termination, a bona fide written Takeover Proposal is publicly announced, disclosed or made and is not publicly withdrawn as of the date of such termination and (ii) within twelve months after the date of termination, the Company consummates such Takeover Proposal or enters into a definitive agreement for such Takeover Proposal (which Takeover Proposal is ultimately consummated); or

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by Parent if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of the Company and (A) before the date of such termination, a bona fide written Takeover Proposal is publicly announced, disclosed or made and is not publicly withdrawn as of the date of such termination and (B) within twelve months after the date of termination, the Company consummates a Takeover Proposal or enters into a definitive agreement for such Takeover Proposal (which Takeover Proposal is ultimately consummated).

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For purposes of this provision, all references to “20%” in the definition of  “Takeover Proposal” are deemed to be references to “50%.”

Parent must pay the Company a termination fee of  $112,500,000 (the “Reverse Termination Fee”) in the event that the Merger Agreement is terminated:

•

by the Company (i) if there has been a breach of or failure to perform any representation, warranty, covenant or agreement on the part of Parent or Merger Sub or (ii) if all the conditions have been and remain satisfied or waived by Parent, the marketing period has concluded, the Company has irrevocably confirmed to Parent that it is ready, willing and able to consummate the Closing and Parent and Merger Sub fail to consummate the Merger within two business days following the delivery of such notice; or

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by the Company or Parent if the Closing has not been consummated by the Termination Date at a time at which the Company had the right to terminate the Merger Agreement due to (i) a breach of or failure to perform any representation, warranty, covenant or agreement on the part of Parent or Merger Sub or (ii) if all the conditions have been and remain satisfied or waived by Parent, the marketing period has concluded, the Company has irrevocably confirmed to Parent that it is ready, willing and able to consummate the Closing and Parent and Merger Sub fail to consummate the Merger within two business days following the delivery of such notice.

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The parties to the Merger Agreement agree and acknowledge in the Merger Agreement that, except for the right of each of Parent and Merger Sub, on the one hand, and the Company, on the other, to seek an injunction, specific performance or other equitable relief as contemplated by the Merger Agreement, in the event that (i) the Termination Fee is payable by the Company, Parent’s receipt of  (A) the Termination Fee in full and (B) any other amounts due and owing to Parent under the Merger Agreement, or (ii) the Reverse Termination Fee is payable by Parent, the Company’s receipt of  (A) the Reverse Termination Fee in full and (B) any other amounts due and owing pursuant to the Merger Agreement, in each case, will be the sole and exclusive remedy against the other party and their respective affiliates and related persons for any damages suffered as a result of or related to the Merger Agreement. The amounts of the Termination Fee and Reverse Termination Fee are intended to serve as limits on the maximum aggregate liability of each party in the event of termination. Upon payment of  (i) the Termination Fee or the Reverse Termination Fee, as applicable, and (ii) any other amounts due and owing to the other party under the Merger Agreement, neither party or their respective affiliates or related persons (A) will have any further liability or obligation relating to or arising out of the Merger Agreement or the Merger, (B) will be entitled to bring or maintain any claim, suit, action or proceeding against the other party or their affiliates or related persons in connection with the Merger Agreement or the Merger, and (C) will cause any claim, suit, action or proceeding pending in connection with the Merger Agreement, any contract executed in connection therewith, or any of the transactions contemplated thereby, to the extent maintained by that party or any of their affiliates or related persons against the other party, to be dismissed with prejudice promptly.

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In no event will any party to the Merger Agreement seek, on its own behalf or on behalf of any of its respective affiliates or related persons, any damages from, or otherwise bring any suit action or proceeding against, the other party or any of the affiliates or related persons of such other party, in connection with the Merger Agreement, the other transaction documents or the transactions contemplated thereby, other than a suit, action or proceeding against the other party to recover payment of the Termination Fee or Reverse Termination Fee, as applicable to the extent such fee (and any amounts due pursuant to the Merger Agreement) is not paid when due pursuant to the Merger Agreement or for specific performance, injunction or other equitable remedy in accordance with the Merger Agreement.

If the Company fails to promptly pay the Termination Fee when due or Parent fails to promptly pay the Reverse Termination Fee when due, and, in order to obtain such payment, Parent, on the one hand, or the Company, on the other hand, commences a suit that results in a final and non-appealable judgment against the Company for the amount due or a final and non-appealable judgment against Parent for the amount due, the Company must pay to Parent, or Parent must pay to the Company, as applicable, its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented out-of-pocket attorneys’ fees) in connection with such suit, together with interest on such amount or portion thereof at the prime lending rate prevailing during such period as published in The Wall Street Journal, Eastern Edition, calculated on a daily basis from the date such amounts were required to be paid to the date of actual payment. Any amount payable will be paid by the applicable party by wire transfer of same-day funds prior to or on the date such payment is required to be made pursuant to such final and non-appealable judgment.

Assignment

The Merger Agreement and all of the provisions thereto are binding upon and inure to the benefit of, and are enforceable by, the parties thereto and their respective successors and permitted assigns, but neither the Merger Agreement nor any of the rights, interests or obligations set forth therein will be assigned by any of the parties thereto without the prior written consent of the other parties thereto and any purported assignment without such consent will be void.

Modification or Amendment

The Merger Agreement may be amended by the parties thereto, by action taken or authorized by their respective boards of directors. However, there will not be any amendment of the Merger Agreement that by law requires further approval by the stockholders of the Company without such further approval by such stockholders. The Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties thereto. Notwithstanding anything else to the contrary, certain provisions may not be amended, modified or altered in any manner adverse to the lender related parties in any material respect without the prior written consent of the committed lenders.

At any time prior to the Effective Time, the parties to the Merger Agreement may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other parties thereto, (b) waive any inaccuracies in the representations and warranties thereto and (c) waive compliance with any of the agreements or conditions contained therein. Any agreement on the part of a party thereto to any such extension or waiver will be valid only if set forth in a written instrument signed on behalf of such party. The failure of any party to the Merger Agreement to assert any of its rights under the Merger Agreement or otherwise will not constitute a waiver of such rights.

Governing Law

The Merger Agreement is governed by Delaware law.

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MARKET PRICES OF COMMON STOCK AND DIVIDEND INFORMATION

Shares of Common Stock began trading on the NYSE under the symbol “PGEM” on May 24, 2013. Prior to that, there was no public market for the Common Stock. As of February 12, 2018, there were 68,556,650 shares of Common Stock outstanding, held by approximately 7 stockholders of record, one of which was Cede & Co., who is considered to be one stockholder of record. The following table sets forth the reported high and low sales prices per share of Common Stock on the NYSE for the periods indicated.

The closing sale price of shares of Common Stock on the NYSE on January 30, 2018, the last trading day prior to the announcement of the execution of the Merger Agreement, was $18.10 per share. On [•], 2018, the most recent practicable date prior to the date of this Information Statement, the closing sale price of shares of Common Stock on the NYSE was $[•] per share. You are encouraged to obtain current market prices of shares of Common Stock.

The Company has not paid any dividends on shares of Common Stock during the periods indicated in the table above. The terms of the Merger Agreement do not allow us to declare or pay a dividend between January 31, 2018 and the earlier of the consummation of the Merger or the termination of the Merger Agreement. Following the Merger there will be no further market for the Common Stock.

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APPRAISAL RIGHTS

The discussion of the provisions set forth below is not a complete summary regarding your appraisal rights under Delaware law and is qualified in its entirety by reference to the full text of Section 262 of the DGCL which is attached to this Information Statement as Annex C. Stockholders intending to exercise appraisal rights should carefully review Annex C in its entirety. Failure to follow precisely any of the statutory procedures set forth in Section 262 of the DGCL will result in a loss of appraisal rights.

If you comply with the applicable statutory procedures of Section 262 of the DGCL, you may be entitled to appraisal rights under Section 262 of the DGCL. To exercise and perfect appraisal rights, a record holder of shares of Common Stock must follow precisely the statutory procedures required by Section 262 of the DGCL.

Section 262 of the DGCL is reprinted in its entirety as Annex C to this Information Statement. Set forth below is a summary description of Section 262 of the DGCL. The following is intended as a brief summary of the material provisions of statutory procedures required to be followed by a stockholder to perfect appraisal rights under Section 262 of the DGCL. This summary, however, is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by reference to the full text of Section 262 of the DGCL, which is attached to this Information Statement as Annex C. All references in Section 262 of the DGCL and this summary to “stockholder” are to the record holder of the shares of Common Stock as to which appraisal rights are asserted. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

Under the DGCL, holders of shares of Common Stock who did not consent to the adoption of the Merger Agreement, who submit a demand for appraisal rights and follow the other procedures set forth in Section 262 of the DGCL and who do not thereafter withdraw their demand for appraisal of such shares or otherwise lose their appraisal rights, will be entitled to have their shares appraised by the Delaware Court, and to receive payment in cash of the “fair value” of those shares, together with interest, if any, to be paid upon the amount determined to be “fair value,” but exclusive of any element of value arising from the accomplishment or expectation of the Merger.

Under Section 262 of the DGCL, where a merger is approved by stockholders acting by written consent in lieu of a meeting of the stockholders, then, either the constituent corporation before the effective date of the merger, or the Surviving Corporation within ten days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. For purposes of determining the stockholders entitled to receive the notice required under Section 262 of the DGCL, each constituent corporation may fix in advance, a record date that shall not be more than ten days prior to the date notice is given, provided, that if the notice is given on or after the effective date of the merger, the record date shall be such effective date. If no record date is fixed in advance and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given. This Information Statement constitutes such notice to the holders of shares of Common Stock as of  [•], 2018, the date fixed as the record date for such notice, and Section 262 of the DGCL is attached to this Information Statement as Annex C. Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the following discussion and Annex C carefully, because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

Holders of shares of Common Stock who desire to exercise their appraisal rights must submit to the Company a written demand for appraisal of their shares of Common Stock no later than 20 days after the date of mailing of this Information Statement (which includes the notice of written consent and appraisal rights), or [•], 2018. A demand for appraisal will be sufficient if it reasonably informs the Company of the identity of the stockholder and that such stockholder intends thereby to demand appraisal of such stockholder’s shares of Common Stock. If you wish to exercise your appraisal rights in respect of your shares of Common Stock, you must continue to hold such shares of Common Stock through the Effective

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Time. A stockholder who is the record holder of shares of Common Stock on the date the written demand for appraisal is made, but who thereafter transfers such shares prior to the Effective Time, will lose any right to appraisal in respect of such shares.

All written demands for appraisal of shares of Common Stock must be mailed or delivered to:

Ply Gem Holdings, Inc.
5020 Weston Parkway, Suite 400
Cary, North Carolina 27513
Attention: General Counsel

Only a holder of record of shares of Common Stock is entitled to demand an appraisal of the shares registered in that holder’s name. Accordingly, to be effective, a demand for appraisal by a stockholder of shares of Common Stock (a) must be executed by, or in the name of, the record stockholder, fully and correctly, as the stockholder’s name appears on the stockholder’s stock certificate(s) (or, in the case of uncertificated shares, in the transfer agent’s records), (b) should specify the stockholder’s mailing address and the number of shares registered in the stockholder’s name, and (c) must state that the person intends thereby to demand appraisal of the stockholder’s shares in connection with the Merger. The demand cannot be made by the beneficial owner if he, she or it is not the record holder of the shares of Common Stock. The beneficial holder must, in such cases, have the registered owner, such as a bank, brokerage firm, trust or other nominee, submit the required demand in respect of those shares of Common Stock. If you hold your shares of Common Stock through a bank, brokerage firm, trust or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm, trust or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the bank, brokerage firm, trust or the other nominee. A person having a beneficial interest in shares held of record in the name of another person, such as a broker, bank, trust or other nominee, must act promptly to cause the record holder to follow properly and in a timely manner the steps necessary to perfect appraisal rights in accordance with Section 262 of the DGCL.

If shares of Common Stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal should be made by the fiduciary in that capacity. If the shares of Common Stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand should be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner. A record owner, such as a bank, brokerage firm, trust or other nominee, who holds shares of Common Stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Common Stock as to which appraisal is sought. Where no number of shares of Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Common Stock held in the name of the record owner. If you hold shares of Common Stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares of Common Stock must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

On or within ten days after the Effective Time, the Company, as the Surviving Corporation in the Merger, must give written notice that the Merger has become effective to each of the Company’s stockholders, provided that if such notice is sent more than 20 days following the sending of this notice, such notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded an appraisal of such holder’s shares in accordance with Section 262 of the DGCL. At any time within 60 days after the Effective Time, any stockholder who has demanded an appraisal, but has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the Merger Consideration for that stockholder’s shares of Common Stock by delivering to the Surviving Corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time will require written approval of the Surviving Corporation. Unless the demand is properly withdrawn by the stockholder who has not commenced an

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appraisal proceeding or joined that proceeding as a named party within 60 days after the Effective Time, no appraisal proceeding in the Delaware Court will be dismissed as to any stockholder without the approval of the Delaware Court, with such approval conditioned upon such terms as the Delaware Court deems just. If the Surviving Corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder’s right to appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only the appraised value of such stockholder’s shares as determined in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration.

Within 120 days after the Effective Time, but not thereafter, either the Surviving Corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court demanding a determination of the fair value of the shares of Common Stock held by all stockholders entitled to appraisal. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the Surviving Corporation. The Surviving Corporation has no obligation to file such a petition, has no present intention to file a petition and holders of shares of Common Stock should not assume that the Surviving Corporation will file a petition.

Accordingly, it is the obligation of the holders of shares of Common Stock to initiate all necessary action to perfect their appraisal rights in respect of shares of Common Stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL could result in a loss of such stockholder’s appraisal rights. In addition, within 120 days after the Effective Time, any stockholder who has properly complied with the requirements of Section 262 of the DGCL will be entitled to receive from the Surviving Corporation, upon written request, a statement setting forth the aggregate number of shares of Common Stock not voted in favor of the Merger Agreement and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within ten days after such written request has been received by the Surviving Corporation, or within ten days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of Common Stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition for appraisal or request from the Surviving Corporation such statement.

If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the Surviving Corporation, then the Surviving Corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded payment for their shares of Common Stock and with whom agreements as to the value of their shares of Common Stock have not been reached by the Surviving Corporation. After notice to stockholders who have demanded appraisal, if such notice is ordered by the Delaware Court, the Delaware Court is empowered to conduct a hearing upon the petition and to determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. The Delaware Court may require stockholders who hold stock represented by certificates and who have demanded payment for their shares of Common Stock to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings, and if any stockholder fails to comply with that direction, the Delaware Court may dismiss the proceedings as to that stockholder. Upon application by the Surviving Corporation or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. After determination of the stockholders entitled to appraisal of their shares of Common Stock, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court, including any rules specifically governing appraisal proceedings. Through such proceeding the Delaware Court will determine the fair value of the shares of Common Stock, as of the Effective Time after taking into account all relevant factors exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court will direct the payment of such value upon surrender of the certificates representing shares of Common Stock, in the case of holders of shares represented by certificates, and forthwith, in the case of holders of uncertificated

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shares. Unless the Delaware Court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment.

You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the Merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, we do not anticipate offering more than the Merger Consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the “fair value” of a share of Common Stock is less than the Merger Consideration. In determining “fair value,” the Court is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” In addition, the Delaware courts have decided that the statutory appraisal remedy, depending on factual circumstances, may or may not be a dissenting stockholder’s exclusive remedy.

Costs of the appraisal proceeding (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court and imposed upon the parties participating in the appraisal proceeding by the Delaware Court, as it deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of Common Stock entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the Effective Time, be entitled to vote shares of Common Stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of Common Stock, other than with respect to payment of a dividend or distribution as of a record date prior to the Effective Time. If no petition for appraisal is filed within 120 days after the Effective Time, or if the stockholder otherwise fails to perfect, successfully withdraws or loses such holder’s right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder’s shares of Common Stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration. A stockholder will fail to perfect, or effectively lose, the right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time. In addition, as indicated above, a stockholder may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL at any time within 60 days after the Effective Time (or thereafter with the written approval of the Company) and accept the Merger Consideration offered pursuant to the Merger Agreement. Once a petition for appraisal has been filed with the Delaware Court, however, the appraisal proceeding may not be dismissed as to any stockholder of the Company without the approval of the Delaware Court, and such approval may be conditioned upon such terms as the Delaware Court deems just; provided, that such restriction shall not affect the right of any stockholder who has not commenced an appraisal proceeding or

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joined the appraisal proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Merger Consideration, within 60 days after the Effective Time. Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder’s statutory appraisal rights.

In view of the complexity of Section 262 of the DGCL, the Company’s stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as of February 12, 2018 with respect to shares of Common Stock beneficially owned by each of the Company’s directors and the named executive officers, all directors and executive officers as a group and each person the Company believes to be the beneficial owner of more than 5% of the outstanding shares of Common Stock as of such date. Except as indicated in the footnotes to the table, each of the stockholders listed below has sole voting and investment power with respect to shares owned by such stockholder. In the case of the Company’s directors and executive officers, the information below has been provided by such persons at the Company’s request.

The amounts and percentages of common stock beneficially owned are reported on the basis of the regulations of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

As of February 12, 2018, 68,556,650 shares of Common Stock were issued and outstanding.

*

Less than 1%

​

(1)

Unless otherwise indicated, the address of each person listed in this table c/o Ply Gem Holdings, Inc., 5020 Weston Parkway, Suite 400, Cary, North Carolina 27513.

​

(2)

Under the terms of the Company’s Second Amended and Restated Stockholders Agreement, dated as of May 22, 2013 (the “Stockholders Agreement”), CI Partnerships and certain members of

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management have agreed to vote their shares of common stock as directed by the CI Partnerships. As a result, the CI Partnerships and Mr. Iseman may be deemed to beneficially own 68.9% of our Common Stock. The CI Partnerships and Mr. Iseman disclaims beneficial ownership of any shares of Common Stock held by the other parties to the Stockholders Agreement.

(3)

Address is c/o CI Capital Partners LLC, 500 Park Avenue, New York, New York 10022.

​

(4)

Rajaconda Holdings, Inc. is the general partner of each of the CI Partnerships and is deemed to beneficially own the shares held by the CI Partnerships

​

(5)

By virtue of his indirect control of the CI Partnerships, Mr. Iseman shares voting and investment power over the shares of our Common Stock held by the CI Partnerships and is deemed to beneficially own the shares of Common Stock held by those entities. Mr. Iseman disclaims beneficial ownership of the shares beneficially owned by the CI Partnerships except to the extent of his pecuniary interest therein.

​

(6)

Includes options to purchase 1,080,983 shares of Common Stock that are vested and exercisable or will become vested and exercisable within 60 days. Mr. Robinette disclaims beneficial ownership of any shares of Common Stock held by the other parties to the stockholders agreement.

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(7)

Includes options to purchase 133,095 shares of Common Stock that are vested and exercisable or will become vested and exercisable within 60 days. Mr. Poe disclaims beneficial ownership of any shares of Common Stock held by the other parties to the stockholders agreement.

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(8)

Includes options to purchase 182,731 shares of Common Stock that are vested and exercisable or will become vested and exercisable within 60 days. Mr. Wayne disclaims beneficial ownership of any shares of Common Stock held by the other parties to the stockholders agreement.

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(9)

Includes options to purchase 121,965 shares of Common Stock that are vested and exercisable or will become vested and exercisable within 60 days. Mr. Buckley disclaims beneficial ownership of any shares of Common Stock held by the other parties to the stockholders agreement.

​

(10)

Includes options to purchase 195,960 shares of Common Stock that are vested and exercisable or will become vested and exercisable within 60 days. Mr. Schmoll disclaims beneficial ownership of any shares of Common Stock held by the other parties to the stockholders agreement.

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(11)

Includes options to purchase 114,533 shares of Common Stock that are vested and exercisable or will become vested and exercisable within 60 days. Mr. Steinhafel disclaims beneficial ownership of any shares of Common Stock held by the other parties to the stockholders agreement.

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(12)

Includes options to purchase 16,190 shares of Common Stock that are vested and exercisable or will become vested and exercisable within 60 days.

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(13)

Includes options to purchase 1,946,123 shares of Common Stock that are vested and exercisable or will become vested and exercisable within 60 days.

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WHERE YOU CAN FIND MORE INFORMATION

The Company files annual, quarterly and current reports and other documents with the SEC. These reports, and other information contain additional information about the Company. Stockholders may read and copy any reports, statements or other information filed by the Company at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the public reference section of the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference room. The Company’s SEC filings made electronically are available to the public at the SEC’s website located at www.sec.gov. Stockholders can also obtain free copies of our SEC filings through the “Investor Relations” section of the Company’s website at www.plygem.com. Our website address is being provided as an inactive textual reference only. The information provided on our website is not part of this Information Statement, and therefore is not incorporated herein by reference.

The Company’s annual, quarterly and current reports and other filings with the SEC are not incorporated by reference in this Information Statement or delivered with it, but are available, without exhibits, to any person, including any beneficial owner, to whom this Information Statement is delivered, without charge, by requesting them in writing or by telephone at Ply Gem Holdings, Inc., 5020 Weston Parkway, Suite 400, Cary, North Carolina 27513, (919) 677-3900.

Parent and Merger Sub have supplied, and the Company has not independently verified, the information in this Information Statement relating to Parent and Merger Sub.

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” information statements and annual reports. This means that only one copy of our Information Statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document. Please direct your inquiry or request by mail or telephone to the Company at 5020 Weston Parkway, Suite 400, Cary, North Carolina 27513; (919) 677-3900. If you want to receive separate copies of this Information Statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and telephone number.

Stockholders should not rely on information that purports to be made by or on behalf of the Company other than that contained in or incorporated by reference in this Information Statement. The Company has not authorized anyone to provide information on behalf of the Company that is different from that contained in this Information Statement. This Information Statement is dated [•], 2018. No assumption should be made that the information contained in this Information Statement is accurate as of any date other than that date, and the mailing of this Information Statement will not create any implication to the contrary. Notwithstanding the foregoing, in the event of any material change in any of the information previously disclosed, the Company will, where relevant and if required by applicable law, update such information through a supplement to this Information Statement.

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Annex A​

EXECUTION VERSION​

 

AGREEMENT AND PLAN OF MERGER
 
by and among
 
PISCES MIDCO, INC.,
 
PISCES MERGER SUB, INC.
 
and
 
PLY GEM HOLDINGS, INC.

Dated as of January 31, 2018

 

TABLE OF CONTENTS

A-i

A-ii

A-iii

TABLE OF DEFINED TERMS