Oct. 20, 2009 (PR Newswire) -- HOUSTON, Oct. 20 /PRNewswire-FirstCall/ -- NCI Building Systems, Inc. (NYSE: NCS) and Clayton, Dubilier & Rice, Inc. today announced the completion of the previously-announced $250 million equity investment in the Company by CD&R-managed funds. The CD&R-managed funds acquired newly issued preferred stock resulting in an ownership position in the Company of approximately 68.5% on an as-converted basis.

Simultaneous with the closing of the CD&R investment, NCI:

--  Completed its exchange offer to acquire its existing convertible notes
in exchange for a combination of $500 in cash and 390 shares of NCI
common stock for each $1,000 of convertible notes tendered and not
withdrawn, with approximately 99.9% of the outstanding convertible notes
tendered and not withdrawn as of the expiration of the offer and
subsequently accepted by the Company;
--  Refinanced its existing term loan by repaying approximately $143 million
and modified the terms and maturity of the remaining $150 million of
debt; and

--  Entered into a $125 million asset-based revolving credit facility, which
was undrawn at closing.

"We have gained the resources to ride out the economic downturn and re-start our growth strategy," said Norman C. Chambers, Chairman, President and Chief Executive Officer. "NCI now has a stronger balance sheet, which will provide us with significant resources to deal with challenging business conditions, and the financial flexibility to respond to and support market-driven growth initiatives. Additionally, cost reduction programs implemented over the past 12 months have better aligned our manufacturing infrastructure with anticipated demand."

With the refinancing complete, NCI plans to move ahead with its strategic plan, which includes building market share through:

--  Greater investments in technology and systems to support its builder
network, while reducing costs and delivery times;
--  Continued emphasis on developing new products and expanding end markets;
and

--  Selective acquisitions.

"CD&R is widely respected as a long-term investor and business builder and brings both financial and operating resources to NCI," Mr. Chambers said. "This significant investment is a strong endorsement of our business, growth strategy and our future prospects."

Nathan K.