NCI Building to offer cash, stock in exchange for 2.125% convertibles

By Angela McDaniels

Tacoma, Wash., Aug. 14 - NCI Building Systems, Inc. plans to hold an exchange offer for its 2.125% convertible senior subordinated notes due 2024, according to a company news release.

For each $1,000 principal amount, the company will offer a combination of $500 in cash and 125 shares of its common stock.

The offer is valued at $992.50 per $1,000 principal amount as of Aug. 14, when the company's stock closed at $3.94 (NYSE: NCS).

The exchange offer is a condition to an investment in the company that Clayton, Dubilier & Rice Fund VIII, LP plans to make. The fund will purchase $250 million of newly issued convertible participating preferred shares, giving it a 72% ownership position in the company on an as-converted, pro forma basis.

The company said the investment is part of a comprehensive solution to address its significant near-term debt repayment obligations and reduce its debt by $323 million.

NCI Building is a Houston-based integrated manufacturer of metal products for the nonresidential building industry.

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