HOUSTON, Dec. 11, 2017 /PRNewswire/ -- NCI Building
Systems, Inc. (NYSE: NCS) ("NCI" or the "Company") today announced
the sale of an aggregate of 7,150,000 shares of NCI's common stock
on an underwritten basis by investment funds associated with
Clayton Dubilier & Rice, LLC
(the "Selling Stockholders") to Goldman
Sachs & Co. LLC and RBC Capital
Markets, LLC, as the underwriters in a registered offering of these
shares (the "offering").
The last reported sale price of NCI's common stock on
December 11, 2017 was $20.60 per share. Goldman
Sachs & Co. LLC and RBC Capital
Markets, LLC intend to offer the shares of common stock to the
public at a fixed price, which may be changed at any time without
notice.
Upon completion of the offering, including the share repurchase
described below, the Selling Stockholders will own approximately
34.68% of the outstanding common stock of NCI. The offering
is expected to close and settle on December
13, 2017, subject to customary closing conditions. NCI
is not selling any shares of common stock in the offering and will
not receive any of the proceeds.
In addition, at the Selling Stockholders' request, subject to
the completion of the offering, the underwriters will reserve up to
1,150,000 of the 7,150,000 shares of common stock for repurchase by
NCI. The per share purchase price to be paid by NCI will equal the
per share purchase price to be paid by the underwriters to the
Selling Stockholders in the offering. The underwriters will not
receive any compensation for the shares being repurchased by NCI.
The Company's share repurchase is pursuant to its previously
announced stock repurchase program. The timing and method of
any future repurchases, which will depend on a variety of factors,
including market conditions and the Company's financial condition,
are subject to the discretion of the Board of Directors.
A shelf registration statement (including a prospectus) relating
to the offering of the common stock has previously been filed with
the U.S. Securities and Exchange Commission (the "SEC") and has
become effective. Before investing, interested parties should
read the prospectus and other documents filed with the SEC for
information about NCI and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov. Alternatively, a copy of the prospectus may be
obtained from the underwriters at: Goldman Sachs & Co. LLC,
Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone:(212) 902-1171,
facsimile: 212-902-9316, e-mail: Prospectus-ny@ny.email.gs.com; or
RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey
Street, 8th Floor, New York, NY
10281-8098, Email: equityprospectus@rbccm.com, Phone:
877-822-4089.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Actual results may differ materially from those expressed or
implied by these statements. The words "believe,"
"anticipate," "plan," "intend," "foresee," "guidance," "potential,"
"expect," "should," "will," "continue," "could," "estimate,"
"forecast," "goal," "may," "objective," "predict," "projection," or
similar expressions are intended to identify forward-looking
statements (including those contained in certain visual depictions)
in this release. These forward-looking statements reflect our
current expectations, assumptions and/or beliefs concerning future
events. As a result, these forward-looking statements rely on a
number of assumptions, forecasts and estimates and, therefore,
these forward-looking statements are subject to a number of risks
and uncertainties that may cause the Company's actual performance
to differ materially from that projected in such statements. Among
the factors that could cause actual results to differ materially
include, but are not limited to, the risks outlined in the
prospectus supplement related to the offering and in the Company's
other documents filed with the SEC. The Company expressly
disclaims any obligation to release publicly any updates or
revisions to these forward-looking statements, whether as a result
of new information, future events or otherwise.
About NCI Building Systems
NCI Building Systems, Inc. is one of North America's largest integrated
manufacturers and marketers of metal products for the
nonresidential construction industry. NCI is comprised of a family
of companies operating manufacturing facilities located in
the United States, Mexico, Canada and China, with additional sales and distribution
offices throughout the United
States and Canada.
Contact:
K. Darcey
Matthews
Vice President, Investor Relations
281-897-7785
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SOURCE NCI Building Systems, Inc.