(Source: PRNewswire)
HOUSTON, Sept. 10 /PRNewswire-FirstCall/ -- NCI Building Systems, Inc. (NYSE: NCS) today announced that it has commenced an exchange offer (the "Exchange Offer") to retire all of its existing 2.125% Convertible Senior Subordinated Notes due 2024 (the "Convertible Notes").
Upon the terms and subject to the conditions of the Exchange Offer, the Company is offering to exchange $500 in cash and 390 shares of NCI common stock for each $1,000 principal amount of Convertible Notes validly tendered and not withdrawn at the expiration of the Exchange Offer.
The Exchange Offer is subject to certain conditions, including the tender of at least 95% of the aggregate principal amount of such Convertible Notes. As previously reported, NCI has entered into a lock-up and voting agreement pursuant to which holders of more than 79% of the aggregate principal amount of the Company's outstanding Convertible Notes have agreed to tender their notes in the Exchange Offer. The Exchange Offer will expire at 11:59 p.m., New York City time on October 7, 2009, unless extended or earlier terminated by the Company.
Greenhill & Co., LLC ("Greenhill") is acting as Dealer-Manager in connection with the Exchange Offer. Holders of the Convertible Notes may contact Greenhill at (888) 504-7336 with any questions they may have regarding the Exchange Offer.
The Exchange Offer is part of a comprehensive solution to address NCI's significant near term debt repayment obligations, reduce debt by $323 million and position the Company for future growth.
On August 14, 2009, NCI announced that it had entered into an investment agreement with Clayton, Dubilier & Rice Fund VIII, L.P. (the "CD&R Fund"), a fund managed by Clayton Dubilier & Rice, Inc. ("CD&R"), under which the CD&R Fund will invest $250 million in the Company through the purchase of newly issued Convertible Participating Preferred Shares. On September 1, 2009, NCI announced that it had amended the investment agreement with the CD&R Fund to provide for the terms of the Exchange Offer. Under the amended investment agreement, the CD&R Fund will continue to invest $250 million in the Company through the purchase of newly issued Convertible Participating Preferred Shares for a pro forma ownership of 68.5%. NCI intends to finance the Exchange Offer with a portion of the proceeds from the CD&R equity investment.
