HOUSTON, Dec. 12, 2017 /PRNewswire/ -- NCI Building
Systems, Inc. (NYSE: NCS) ("NCI" or the "Company") has announced
the pricing of the previously announced public offering (the
"offering") 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"), at a price to the public of $19.55 per share. 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.
Goldman Sachs & Co. LLC and RBC Capital Markets, LLC are
acting as the underwriters in the offering.
In addition, at the Selling Stockholders' request, subject to
the completion of the offering, Goldman Sachs & Co. LLC and RBC
Capital Markets, LLC 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.