Registration Rights Agreement
Pursuant to the terms of the Merger Agreement, prior to, and as a condition to the consummation of, the Merger, on November 16, 2018, the
Issuer entered into a registration rights agreement (the New Registration Rights Agreement) with the Investors, pursuant to which the Issuer granted the Investors customary demand and piggyback registration rights with respect to the
shares of Common Stock that are held by the Investors.
The New Registration Rights Agreement is attached as Exhibit 10.2 to the Current
Report on Form
8-K,
filed by Issuer on November 20, 2018 and is incorporated herein by reference. The foregoing description of the New Registration Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
Each Reporting Person may be deemed to have acquired beneficial ownership of the
shares of Common Stock reported on this Statement on November 16, 2018, pursuant to the Merger Agreement, and intends to hold such shares for investment purposes. Except as disclosed in this Item 4, none of the Reporting Persons, nor, to the
best of any Reporting Persons knowledge, any director, executive officer or controlling person of any Reporting Person has any current plans or proposals which relate to or would result in any of the events described in clauses
(a) through (j) of the instructions to Item 4 of Schedule 13D.
Each Reporting Person intends to continuously review its investment
in the Issuer, and may in the future determine (i) to acquire additional securities of the Issuer, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by
it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.
Notwithstanding anything contained herein, each Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific
elements thereof), each Reporting Person currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuers business and prospects; other developments concerning the Issuer
and its businesses generally; other business opportunities available to such Reporting Person; developments with respect to the business of such Reporting Person; changes in law and government regulations; general economic conditions; and money and
stock market.
Item 5.
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Interest in Securities of the Issuer.
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(a) (b)
In the aggregate, the Reporting Persons beneficially own, as of November 16, 2018, 16,739,403 shares of the Common
Stock by virtue `representing approximately 13.4% of the Issuers Common Stock outstanding based on 124,842,074 shares of Common Stock outstanding as of November 16, 2018, after giving effect to the consummation of the Merger and Stock
Issuance. Each of the Atrium Entities, the Funds, Fund GP and
Co-Invest
GP have shared dispositive power with each other with respect to the Common Stock.
As a result of the relationships described in this Statement, each of the Reporting Persons may be deemed to beneficially own the Common Stock
of the Issuer. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of
the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c)
The information set forth in Item 4
is incorporated by reference herein in response to this Item 5(c)
(d)
No person other than the Reporting Persons is known
to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.
(e)
Not applicable.
Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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The information set forth in Item 4 above is hereby incorporated by reference in response to Item 6. Except for the
arrangements described in this Statement, as of November [23], 2018, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to any
securities of the Issuer, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or
withholding of proxies.
Item 7.
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Material to be Filed as Exhibits.
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Exhibit 1
Agreement and Plan of Merger, dated July 17, 2018, by and among Ply Gem Parent, LLC, NCI Building Systems, Inc. and for
certain purposes Clayton, Dubilier and Rice, LLC (incorporated by reference to NCI Building Systems Inc.s Current Report on Form
8-K
dated July 19, 2018).
Exhibit 2
Stockholders Agreement, dated November 16, 2018, by and among NCI Building Systems, Inc., Clayton, Dubilier &
Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Pisces Holdings, L.P., Atrium Intermediate Holdings, LLC, GGC BP Holdings, LLC and AIC Finance Partnership, L.P. (incorporated by reference to Exhibit 10.1 to the
Current Report on Form
8-K,
filed by NCI Building Systems, Inc. on November 20, 2018).