NCI Building Systems Announces Definitive Agreement To Acquire Metl-Span, A Leading Insulated Panel Supplier; NCI Also Announces Agreement To Eliminate All Dividend Obligations Relating To Its Convertible Preferred Shares

HOUSTON, May 2, 2012 /PRNewswire/ -- NCI Building Systems, Inc. (NYSE: NCS) (the "Company") today announced that it has entered into a definitive agreement to purchase Metl-Span LLC ("Metl-Span") from a subsidiary of BlueScope Steel North America Corporation for $145 million in cash.  Metl-Span, a leader in insulated metal panel development for over forty years, operates five manufacturing facilities in the United States serving the nonresidential building products market with cost-effective and energy efficient insulated metal wall and roof panels.  For the year ended December 31, 2011, Metl-Span had estimated revenues of $170 million.  The acquisition is subject to a number of closing conditions, including the expiration or termination of any applicable waiting period under the Hart Scott Rodino Act.

Norman C. Chambers, NCI's Chairman, President and Chief Executive Officer, remarked, "Metl-Span is a highly respected and successful insulated panel manufacturer with an experienced, knowledgeable and dedicated workforce.  The highly synergistic addition of Metl-Span's products and capabilities will meaningfully enhance NCI's diversification and expand NCI's manufacturing footprint in the high-growth insulated metal panel sector, while also growing our customer base and distribution channels.  The transaction, which we expect will be accretive to our earnings in fiscal 2012, will strengthen our position as a leading fully-integrated supplier to the nonresidential building products industry in North America, providing our customers a comprehensive suite of building products."

In connection with the transaction, NCI will refinance its existing asset-based lending facility ("ABL") and term loan, which were both set to mature in 2014.  NCI has secured a new fully committed ABL and term loan that will be used, together with cash on hand, to fund the acquisition. 

Debevoise & Plimpton LLP acted as legal advisor and Credit Suisse Securities ( USA) LLC acted as exclusive financial advisor to NCI.   

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