CARY, N.C., Feb. 20, 2019 /PRNewswire/ -- NCI
Building Systems, Inc. (NYSE: NCS) ("NCI" or the
"Company") announced today that NCI's Ply Gem business has closed
on the previously announced acquisition of Environmental Materials,
LLC ("Environmental Stoneworks"). Under the terms of the previously
announced Unit Purchase Agreement, with Environmental Stoneworks
and certain of its affiliates, NCI paid total consideration of
approximately $187 million, including
the assumption of debt and subject to post-closing adjustments, for
100% of the outstanding limited liability company interests of
Environmental Stoneworks. The transaction was financed through
borrowings under the Company's asset-based revolving credit
facility.
"The acquisition of Environmental Stoneworks, when combined with
our existing stone businesses, positions our organization as a
market leader in stone veneer. As one of the fastest growing
categories of exterior cladding materials, it allows 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. "We are extremely pleased to
welcome the customers and employees of Environmental Stoneworks to
our family of building product solutions."
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 served as legal counsel to NCI.
BB&T Capital Markets served as the exclusive financial advisor
and Davis Graham & Stubbs served
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 NCI to integrate the
acquired operations, the ability to implement the anticipated
business plans of the combined company 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 its Transition Report on Form 10-Q for
the transition period from October 29,
2018 to December 31, 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.