In addition, NCI announced today that it has entered into a separate agreement with the Selling Stockholders to repurchase $45 million of its common stock directly from the Selling Stockholders in a private transaction at the price per share at which the shares of common stock are sold to the public in this offering, less the underwriting discount. The agreement between the Selling Stockholders and NCI for the share repurchase represents a private, non-underwritten transaction that was approved and recommended by the Affiliate Transactions Committee of the Company's board of directors. NCI intends to fund the share repurchase with available liquidity, including liquidity available under its asset-based lending facility. While the share repurchase will be contingent on the closing of, and is expected to occur concurrently with, this offering, the closing of the offering is not contingent on the closing of the share repurchase. Following the closing of the share repurchase, the Company intends to cancel the shares it repurchases from the Selling Stockholders. The Company's share repurchase is pursuant to its previously announced $50 million stock repurchase program which the Board of Directors authorized be increased to up to an aggregate of $56.3 million of the Company's outstanding common stock. Following the share repurchase, the Company will have completed its purchases under the currently authorized stock repurchase program. The timing and method of any future repurchases, which will depend on a variety of factors, including market conditions and the Company's financial condition, are subject to the discretion of the Board of Directors.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release contains 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 (including those contained in certain visual depictions) in this release. These forward-looking statements reflect our current expectations, assumptions and/or beliefs concerning future events. As a result, these forward-looking statements rely on a number of assumptions, forecasts and estimates and, therefore, 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, the risks outlined in the Company's SEC filings, including under Item 1A. "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended November 1, 2015, and other risks described in documents subsequently filed by the Company from time to time with the SEC. 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.
About NCI Building Systems
NCI Building Systems, Inc. is one of North America's largest integrated manufacturers and marketers of metal products for the nonresidential construction industry. NCI is comprised of a family of companies operating manufacturing facilities located in the United States, Mexico, Canada and China, with additional sales and distribution offices throughout the United States and Canada.
K. Darcey Matthews
Vice President, Investor Relations
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SOURCE NCI Building Systems, Inc.