HOUSTON, Jan. 9, 2015 /PRNewswire/ -- NCI Building Systems, Inc. (NYSE: NCS) ("NCI" or the "Company") today announced the pricing of $250 million aggregate principal amount of 8.250% Senior Notes due 2023 (the "Notes"). The Notes are being sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act").
NCI intends to use the net proceeds from the sale of the Notes together with existing cash on hand or, at its option, borrowings under its ABL credit facility, to finance the acquisition of all of the general partnership interests of CENTRIA, a Pennsylvania general partnership ("CENTRIA"), pursuant to the Interest Purchase Agreement dated as of November 7, 2014, for a purchase price of $245 million, inclusive of repayment of third party debt of CENTRIA and subject to working capital adjustment, and to pay fees and expenses associated with the acquisition.
The Notes and subsidiary guarantees have not been and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release is for informational purposes only and shall not constitute an offer to sell or purchase nor the solicitation of an offer to sell or purchase securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.
Layne de Alvarez
Vice President of Investor Relations
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. The Company has made every reasonable effort to ensure that the information, estimates, forecasts and assumptions on which these statements are based are current, reasonable and complete. 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, our ability to integrate CENTRIA with our business or to realize the anticipated benefits of the acquisition of CENTRIA (the "Acquisition"); industry cyclicality and seasonality and adverse weather conditions; ability to service the Company's debt, including additional debt to finance the Acquisition; 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 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 November 2, 2014, and other reports we file with the SEC, 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.