NCI merging with Ply Gem
The two manufacturers will form an exterior building products giant with projected 2018 revenue of $4.5 billion.
In a year of mega mergers, NCI Building Systems, Inc. and Ply Gem have unveiled the latest.
NCI, the manufacturer of exterior building products for commercial construction, and Ply Gem Parent, LLC, a leading manufacturer of exterior building products for residential construction, have signed a definitive agreement under which the two companies will combine in a stock-for-stock merger.
The new combined company will have a pro forma enterprise value of $5.5 billion and an implied equity value of $2.6 billion, based on NCI's closing share price on July 17, 2018.
On a combined basis for calendar year 2018, the company is expected to generate revenue of approximately $4.5 billion with a Pro Forma Adjusted EBITDA of $660 million to $680 million, including run-rate synergies and cost savings.
Under the terms of the agreement, NCI will issue 58.7 million shares to Ply Gem shareholders. Upon the close of the transaction, NCI shareholders will own 53% of the company's common equity, with Ply Gem shareholders owning 47%. The transaction is expected to close in the fourth calendar quarter of 2018.
In a statement issued by both companies, NCI chairman James Metcalf said, "This transformational combination creates the leading exterior building products company with multiple avenues for further growth. Both companies are experiencing sustained momentum driven by meaningful cost savings, and the greater scale and diversification of the combined company support organic growth, margin expansion and longer-term M&A opportunities.”
Metcalf will lead the integration and serve as chairman and CEO of the new company. “With a greater ability to attract and retain top talent in all fields, our combined company will continue to innovate in the exterior building products space – far beyond what either of us could do alone,” he said.
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, N.C. – the home of PlyGem – with a significant presence in Houston, Texas – the headquarters of NCI.
NCI has approximately 5,300 employees across 38 manufacturing locations throughout North America. Ply Gem employs approximately 11,600 people across 35 facilities in North America. CD&R acquired Ply Gem in April 2018 and then merged it with Atrium Windows & Doors, a manufacturer of residential windows and doors.
Ply Gem chairman and CEO Gary Robinette, will continue to serve in his role until the close of the transaction. "I am grateful and honored to have had the opportunity to lead Ply Gem over the past 12 years and I am proud of our team's accomplishments during the past decade of successes and challenges,” Robinette said.
Donald Riley, current CEO of NCI, will serve as CEO of the company's NCI Division. After the transaction is completed, Robinette will serve as chairman emeritus and special advisor. Shawn Poe, current CFO of Ply Gem, will serve as CFO of the Company.
NCI, the manufacturer of exterior building products for commercial construction, and Ply Gem Parent, LLC, a leading manufacturer of exterior building products for residential construction, have signed a definitive agreement under which the two companies will combine in a stock-for-stock merger.
The new combined company will have a pro forma enterprise value of $5.5 billion and an implied equity value of $2.6 billion, based on NCI's closing share price on July 17, 2018.
On a combined basis for calendar year 2018, the company is expected to generate revenue of approximately $4.5 billion with a Pro Forma Adjusted EBITDA of $660 million to $680 million, including run-rate synergies and cost savings.
Under the terms of the agreement, NCI will issue 58.7 million shares to Ply Gem shareholders. Upon the close of the transaction, NCI shareholders will own 53% of the company's common equity, with Ply Gem shareholders owning 47%. The transaction is expected to close in the fourth calendar quarter of 2018.
In a statement issued by both companies, NCI chairman James Metcalf said, "This transformational combination creates the leading exterior building products company with multiple avenues for further growth. Both companies are experiencing sustained momentum driven by meaningful cost savings, and the greater scale and diversification of the combined company support organic growth, margin expansion and longer-term M&A opportunities.”
Metcalf will lead the integration and serve as chairman and CEO of the new company. “With a greater ability to attract and retain top talent in all fields, our combined company will continue to innovate in the exterior building products space – far beyond what either of us could do alone,” he said.
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, N.C. – the home of PlyGem – with a significant presence in Houston, Texas – the headquarters of NCI.
NCI has approximately 5,300 employees across 38 manufacturing locations throughout North America. Ply Gem employs approximately 11,600 people across 35 facilities in North America. CD&R acquired Ply Gem in April 2018 and then merged it with Atrium Windows & Doors, a manufacturer of residential windows and doors.
Ply Gem chairman and CEO Gary Robinette, will continue to serve in his role until the close of the transaction. "I am grateful and honored to have had the opportunity to lead Ply Gem over the past 12 years and I am proud of our team's accomplishments during the past decade of successes and challenges,” Robinette said.
Donald Riley, current CEO of NCI, will serve as CEO of the company's NCI Division. After the transaction is completed, Robinette will serve as chairman emeritus and special advisor. Shawn Poe, current CFO of Ply Gem, will serve as CFO of the Company.
