2014

NCI Building Systems Announces Commencement of Measurement Period for the Knock-Out of the Dividend on its Convertible Preferred Shares

HOUSTON, April 23, 2012 /PRNewswire/ -- NCI Building Systems, Inc. (NYSE: NCS) today announced that the measurement period for the dividend "knock-out" provision of its Convertible Preferred shares commenced at the closing of the U.S. equity markets on April 20, 2012.  Under the terms of the Convertible Preferred shares, if the Volume-Weighted Average Price (VWAP) of NCI's common shares is $12.75 or above for 20 consecutive trading days at any time after April 20, 2012, the Company will no longer have the requirement to pay dividends, either in cash or in-kind on its Convertible Preferred shares, which are held by private equity firm Clayton, Dubilier & Rice (CD&R) and its affiliates.

Additional information on the dividend knock-out period can be found in NCI's Quarterly Report on Form 10-Q for the first quarter ended January 29, 2012 that was filed with the Securities and Exchange Commission on March 7, 2012.

NCI Building Systems, Inc. is one of North America's largest integrated manufacturers of metal products for the nonresidential building industry. NCI is comprised of a family of companies operating manufacturing facilities across the United States and Mexico, with additional sales and distribution offices throughout the United States and Canada.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words such as "believe," "guidance," "potential," "anticipate," "plan," "expect," "should," "will," "forecast" or similar expressions are intended to identify forward-looking statements in this press release. These forward-looking statements reflect our current expectations, assumptions and/or beliefs concerning future events. However, these forward-looking statements are subject to a number of risks and uncertainties that may cause the Company's actual performance to differ materially from that projected in such statements. Among the factors that could cause actual results to differ materially include, but are not limited to, industry cyclicality and seasonality and adverse weather conditions; ability to service the Company's debt; fluctuations in customer demand and other patterns; raw material pricing and supply; competitive activity and pricing pressure; general economic conditions affecting the construction industry; financial crises or fluctuations in the U.S. and abroad; changes in laws or regulations; and the volatility of the Company's stock price. See also the risk factors in the Company's Annual Report on Form 10-K for the fiscal year ended October 30, 2011 which 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. NCI 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.

SOURCE NCI Building Systems, Inc.



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