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NCI Building Systems Closes Merger Transaction With Ply Gem

nci-ply-gem-logosHouston, TX - NCI Building Systems Inc. (NYSE: NCS), a leading manufacturer of exterior building products for commercial construction, announces that it has completed its merger with Ply Gem Parent LLC, a leading manufacturer of exterior building products for residential construction.

The completion of the transaction follows the satisfaction of all customary closing conditions, including approval of the merger by NCI shareholders. Under the terms of the merger agreement, Ply Gem shareholders received approximately 58.7 million shares of NCI common stock. NCI shareholders retained a 53% ownership of the Company’s common equity with Ply Gem shareholders now owning 47%.

Chairman and CEO James S. Metcalf commented, “We are delighted to successfully complete our merger with Ply Gem today (11/16/18), furthering our strategy to be a market leading building products company. This combination brings together industry leaders that will increase our scale, broaden our product offerings and expand our customer base. In addition, the new company will be a stronger, more diversified enterprise serving all channels of the construction markets – residential, repair & remodel, and commercial.

"With the merger now complete, the Company’s capital structure will improve meaningfully. With significant free cash flow generation and a flexible capital structure, the organization will be better positioned to manage through the industry’s cycles. Looking ahead, our growth will be driven by our strategic focus on innovative products, cost savings, margin expansion and debt reduction. Most importantly, we expect to create long-term value for our customers, shareholders and employees. I would like to thank our employees for all their hard work, dedication and support in accomplishing this transaction,” concluded Metcalf.

The Company will operate under a name to be determined, and each entity will preserve its existing established brands. The Company will be headquartered in Cary, North Carolina, with a significant presence in Houston, Texas.

Reporting

NCI’s fiscal year-end and fourth quarter 2018 results, as of October 29, 2018, will be reported on December 12, 2018. Following this reporting period, the combined company will move to a calendar year-end fiscal reporting schedule. Consolidated results for the transition period from October 29, 2018 through December 31, 2018, which will include the results of Ply Gem beginning November 16, 2018, will be reported in February 2019.

Advisors

Evercore served as exclusive financial advisor and Wachtell, Lipton, Rosen & Katz served as legal counsel to NCI. Credit Suisse is serving as exclusive financial advisor to Ply Gem. Debevoise & Plimpton provided legal counsel to Ply Gem and to CD&R. Credit Suisse and RBC Capital Markets, LLC provided committed financing for the transaction.

About NCI Building Systems and Ply Gem Holdings Inc.

The combination of NCI and Ply Gem, headquartered in Cary, NC, establishes 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.

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