CARY, N.C., Jan. 17, 2019 /PRNewswire/ -- NCI
Building Systems, Inc. (NYSE: NCS) ("NCI" or the
"Company") announced today that it has entered into a Unit Purchase
Agreement with Environmental Materials, LLC ("Environmental
Stoneworks") and certain of its affiliates to purchase 100% of the
outstanding limited liability company interests of Environmental
Stoneworks.
Under the terms of the Unit Purchase Agreement, NCI will pay
$186 million for the interests and
plans to finance the transaction through a combination of cash on
hand and borrowings under its existing revolving credit facilities.
The purchase price is subject to certain customary post-closing
adjustments including debt and working capital. During fiscal 2017,
Environmental Stoneworks generated $160
million in revenues. Based upon 2018E Adjusted EBITDA and
giving effect to anticipated cost synergies, the transaction is
expected to result in a purchase price multiple of 5.5x, with a
minimal impact on NCI's leverage ratio. The transaction closing is
subject to a number of customary conditions, including, among
others, the termination or expiration of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. The transaction is expected to close during the
first quarter of 2019.
"The acquisition of Environmental Stoneworks significantly
increases NCI's geographical footprint in manufactured stone
products, one of the fastest growing categories of exterior
cladding materials. It positions us to better serve our residential
customers, while creating considerable cross selling opportunities
with our commercial customers," said James
S. Metcalf, Chairman of the Board and Chief Executive
Officer. "The transaction directly supports NCI's industrial logic
and value proposition adding to our already strong residential,
repair & remodel and commercial platform."
"Along with adding a profitable, growing business, we look
forward to welcoming Chuck Stein to
NCI as President of our combined stone businesses at the close of
the transaction," added Mr. Metcalf. "Chuck has served as President
and CEO of Environmental Stoneworks for over ten years and brings a
wealth of knowledge and experience in product innovation, business
expansion and transformative solutions that will be invaluable to
our customers."
Environmental Stoneworks is the only national manufacturer and
installer of stone veneer for the residential and commercial
markets. The company offers a broad range of products suitable for
local preferences along with installation services to ensure a
complete turnkey solution. Environmental Stoneworks has five
manufacturing facilities, twenty-one installation centers and
approximately 660 employees in the United
States.
Advisors
Debevoise & Plimpton is serving as legal counsel to NCI
Building Systems. BB&T Capital Markets is serving as the
exclusive financial advisor and Davis
Graham & Stubbs is serving as legal counsel to
Environmental Stoneworks.
About NCI Building Systems
The combination of NCI and Ply Gem, headquartered in
Cary, NC, established a leading
exterior building products manufacturer with a broad range of
products to residential and commercial customers for both new
construction and repair & remodel. With a portfolio of key
products which includes windows, doors, siding, metal wall and roof
systems, engineered commercial buildings, insulated metal panels,
stone and other adjacent products, the Company has more than 20,000
employees across 80 manufacturing, distribution and office
locations throughout North
America. For more information, visit
www.ncibuildingsystems.com or www.plygem.com.
Contact:
K. Darcey Matthews
Vice President, Investor Relations
281-897-7785
Forward-Looking Statements
Certain statements and information in this filing may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. 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 in this filing.
Such forward-looking statements reflect the views of management
at the time such statements are made and are subject to a number of
risks, uncertainties, estimates, and assumptions that may cause
actual results to differ materially from current expectations,
including but not limited to the ability of the parties to satisfy
the conditions precedent and consummate the proposed acquisition,
the timing of consummation of the proposed acquisition, the ability
of the parties to secure regulatory approvals in a timely manner or
on the terms desired or anticipated, the ability of NCI to
integrate the acquired operations, the ability to implement the
anticipated business plans of the combined company following
closing and achieve anticipated benefits and cost savings, risks
related to disruption of management's attention from ongoing
business operations due to the pending acquisition and the effect
of the announcement of the proposed acquisition on either party's
relationships with its respective customers, vendors, lenders and
businesses generally. Additionally, factors listed under "Risk
Factors" set forth in the Company's Annual Report on Form 10-K for
the fiscal year ended October 28, 2018, and the other risks
and uncertainties described in documents we file from time to time
with the SEC, identify other important factors, though not
necessarily all such factors, that could cause future outcomes to
differ materially from those set forth in the forward-looking
statements contained in this filing. 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.
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SOURCE NCI Building Systems, Inc.