Oct. 16, 2009 (PR Newswire) -- HOUSTON, Oct. 16 /PRNewswire-FirstCall/ -- NCI Building Systems, Inc. (NYSE: NCS) today announced that the major milestones for the completion of its investment agreement with a fund managed by Clayton, Dubilier & Rice (CD&R) have been achieved, and that the Company anticipates closing the transaction as early as October 20, 2009.

NCI reported that as of 5:00 p.m. on October 16, 2009:

--  Holders of more than 99% of the aggregate principal amount of its
outstanding 2.125% Convertible Senior Subordinated Notes due 2024 (the
"Convertible Notes") have delivered valid tenders, which exceeds the
threshold of 95% minimum condition to the offer; and

--  The Company has obtained or expects shortly to obtain the consent of
lenders representing 100% of the Company's secured debt for the
refinancing of its existing credit facility.  100% consent is a
requirement of the CD&R investment. In connection with obtaining this
support, the maturity on the refinanced credit facility is to be
modified to 4 1/2 years from 5 years.

On October 9, 2009, NCI announced that it had finalized with its lenders terms for a $125 million asset-based revolving credit facility ("ABL") with an additional $50 million accordion feature, and that the Company had confirmed participation from lenders for the full availability under the facility. The ABL, which has the same maturity as the Company's term loan, had been a condition to the closing of the investment agreement.

"We are pleased to report that we have completed another step toward the completion of our investment agreement with CD&R, " said Norman C. Chambers, Chairman, President and Chief Executive Officer. "Once effective, this comprehensive refinancing will significantly reduce our debt and provide us with the resources to support future growth."

As previously announced, the expiration time for the Company's exchange offer (the "Exchange Offer") and related withdrawal rights for its Convertible Senior Subordinated Notes is 11:59 p.m., New York City time on Monday, October 19, 2009, unless further extended or amended. The CD&R investment and related transactions, which remain subject to customary closing conditions (including continued satisfaction of the 95% and 100% participation requirement with respect to the Convertible Notes and existing credit facility, respectively), could be completed as early as Tuesday, October 20, 2009.

NCI Building Systems, Inc. is one of North America's largest integrated manufacturers of metal products for the nonresidential building industry.