NCI Building Systems Completes Recapitalization
NCI Building Systems has completed a recapitalization which the company has been working toward for almost one year now. In an interview with Steel Market Update, Norman Chambers, CEO of NCI reported the immediate impact of the recapitalization will be to allow the company to return to their core strategy of organic growth and prudent acquisitions.
Over the past year NCI has shut down 25% of their plants and reduced their workforce by 40% in order for the company to return to profitability which it did during their 3rd Quarter. The investment company – CD&R took the current economic situation as a perfect opportunity to invest in a company which has the largest market share in the metal building business, components business and purlin business. CD&R now owns 68.5% of NCI.
Mr. Chambers advised SMU there were at least a dozen “targets” out there for potential acquisition which had to be put on the back burner during the recapitalization process. This includes component companies where there is geographical over-lap, niche regional builders with solid core businesses and other products.
NCI advised Steel Market Update they are now in the insulated sandwich panel business which will be sold thru their component and builder networks. Insulated sandwich panels have been a growing business recently due to the green initiative.
I also asked Mr. Chambers if he had an opinion about a comment made earlier today (Tuesday) by Keith Busse, CEO of Steel Dynamics. Mr. Busse was complaining about their metal building competition selling product at below their cost as a producer. Mr. Chambers responded with, “It is definitely the case that pricing has been competitive in the industry. There are moments when pricing appears to be irrational. However, it’s less of an issue of what people are pricing and more about the product we are selling. The nature of this business is that it is very competitive.” Mr. Chambers then reminded SMU they were able to be profitable in their 3rd Quarter.
Here is a copy of the press release received by Steel Market Update earlier today:
NCI Building Systems, Inc. (NYSE: NCS), one of North America's largest integrated manufacturers of metal products for the nonresidential building industry, and Clayton, Dubilier & Rice, Inc. today announced the completion of the previously-announced $250 million equity investment in the Company by CD&R-managed funds. The CD&R-managed funds acquired newly issued preferred stock resulting in an ownership position in the Company of approximately 68.5% on an as-converted basis.
Simultaneous with the closing of the CD&R investment, NCI:
Completed its exchange offer to acquire its existing convertible notes in exchange for a combination of $500 in cash and 390 shares of NCI common stock for each $1,000 of convertible notes tendered and not withdrawn, with approximately 99.9% of the outstanding convertible notes tendered and not withdrawn as of the expiration of the offer and subsequently accepted by the Company;
Refinanced its existing term loan by repaying approximately $143 million and modified the terms and maturity of the remaining $150 million of debt; and Entered into a $125 million asset-based revolving credit facility, which was undrawn at closing.
In the NCI press release the company made the following statements:
"We have gained the resources to ride out the economic downturn and re-start our growth strategy," said Norman C. Chambers, Chairman, President and Chief Executive Officer. "NCI now has a stronger balance sheet, which will provide us with significant resources to deal with challenging business conditions, and the financial flexibility to respond to and support market-driven growth initiatives. Additionally, cost reduction programs implemented over the past 12 months have better aligned our manufacturing infrastructure with anticipated demand."
With the refinancing complete, NCI plans to move ahead with its strategic plan, which includes building market share through:
Greater investments in technology and systems to support its builder network, while reducing costs and delivery times;
Continued emphasis on developing new products and expanding end markets; and
"CD&R is widely respected as a long-term investor and business builder and brings both financial and operating resources to NCI," Mr. Chambers said. "This significant investment is a strong endorsement of our business, growth strategy and our future prospects."
Nathan K. Sleeper, the CD&R partner who led the transaction for the CD&R Fund, stated, "NCI has a very attractive business model and is one with which our firm has a great deal of prior experience. The Company is a clear market leader serving a broad customer base within the nonresidential construction market. NCI's leading brand position among builders, combined with its unique manufacturing and distribution system, gives the Company a very strong competitive position. We look forward to working closely with the NCI management team to build long-term value for the Company's customers, employees and shareholders."In connection with the completion of the transaction, NCI's Board of Directors will
be reconfigured. Among other changes, as previously-reported, Mr. Sleeper will join the Board and James G. Berges, a CD&R Operating Partner, will be designated Chairman of the Executive Committee. Other directors are expected to be added in the near future. In addition, the Board will have at least two independent directors not appointed by or affiliated with the CD&R Fund. Mr. Chambers will remain Chairman, President and CEO.