Nashville, Nov. 10 - NCI Building Systems Inc. sold $150 million of 20-year convertible notes at par to yield 2.125% with a 32% initial conversion premium via joint bookrunners Wachovia Securities and UBS Investment Bank.
The Rule 144A deal priced wide of guidance for a 1.375% to 1.875% coupon and cheaply outside of premium talk of 35% to 40%.
The Houston-based steel building products manufacturer said proceeds would be used to finance future and pending acquisitions, including $17 million to pay the cash portion of the purchase price for Heritage Building Systems Inc. and Steelbuilding.com. If NCI does not use proceeds for acquisitions within 12 months, the funds will be used to repay the outstanding balance on its senior term loan.
Terms of the new deal are:
| Issuer: | NCI Building Systems Inc.
|
| Issue: | Convertible senior subordinated notes
|
| Bookrunners: | Wachovia Securities and UBS Investment Bank
|
| Amount: | $150 million
|
| Greenshoe: | $30 million
|
| Maturity: | Nov. 15, 2024
|
| Coupon: | 2.125%
|
| Price: | Par
|
| Yield to maturity: | 2.125%
|
| Conversion premium: | 32%
|
| Conversion price: | $40.14
|
| Conversion ratio: | 24.9128
|
| Contingent conversion: | 120%
|
| Contingent payment: | No
|
| Call: | Non-callable for 5 years
|
| Put: | In years 5, 10 and 15
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| Dividend protection: | Yes
|
| Takeover protection: | Yes
|
| Price talk: | 1.375-1.875%, up 35-40%
|
| Pricing date: | Nov. 9, after the close
|
| Settlement date: | Nov. 15
|
| Distribution: | Rule 144A
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