BUY NCI Building Systems, Inc. (NCS) – last $2.99 - 2009-Oct-09 12:08:09:  NCS manufactures and markets metal products for the nonresidential construction industry in North America. The company?s Metal Coil Coating segment consists of cleaning, treating, and painting various flat rolled metal coil substrates, as well as slitting and/or embossing the painted coils, before the steel is fabricated for use by various industrial users. It also cleans, treats, and coats hot-roll metal coils and light gauge metal for third parties for applications, such as construction products, heating and air conditioning systems, water heaters, lighting fixtures, ceiling grids, office furniture, and other products; and provides toll coating services and package coating. This segment serves other manufacturers of engineered building systems and metal components. Its Metal Components segment designs, manufactures, sells, and distributes metal components for construction applications, as well as for repair and retrofit uses. Its metal components include metal roof and wall systems, metal partitions, metal trim, doors, and other related accessories. This segment also manufactures roll-up doors; and sells interior and exterior walk doors for use in the self storage industry, and metal and other buildings. It sells metal components directly to regional manufacturers, contractors, subcontractors, distributors, lumberyards, cooperative buying groups, and other customers. The company?s Engineered Building Systems segment designs, engineers, manufactures, and markets engineered building systems and self-storage building systems for commercial, industrial, agricultural, governmental, and community markets. This segment sells its products to builders, general contractors, developers, private labels, and end users through an in-house sales force.

NCI Building Systems, Inc. (NYSE: NCS – News) today announced that it has made further progress toward completing its previously-disclosed refinancing, which includes a $250 million equity investment by a fund managed by Clayton, Dubilier & Rice (CD&R). Once effective, the refinancing will significantly reduce debt and provide substantial flexibility in the current economic downturn as well as the resources to support future growth.

The Company reported that it has finalized with its lenders the form of agreement for a $125 million asset-based revolving credit facility (“ABL”) with an additional $50 million accordion feature, and that the Company has confirmed participation from lenders for the full availability under the facility. The ABL Facility, which is a condition of the CD&R investment, has a maturity of the earlier of 5 years or the scheduled maturity of the Company’s term loan after giving effect to the refinancing of its existing credit facility and includes borrowing capacity of up to $25 million for letters of credit and of up to $10 million for swingline borrowings.

Additionally, NCI announced that it has received approvals from over two-thirds of the noteholders that are party to a prior lock-up agreement to modify the proposed terms of the refinancing of its existing credit facility, as disclosed in the Company’s October 8, 2009 news release.

On October 8, 2009,

• NCI announced the updated results of its Convertible Note Exchange Offer. The Company reported that as of October 7, 2009, holders of approximately 99.9% of the aggregate principal amount of its outstanding Convertible Notes have delivered valid tenders, which exceeds the threshold of 95% minimum condition to the offer;
• NCI also reported that it had received consents for the refinancing of its existing credit facility from lenders holding over two-thirds of its senior secured debt, subject to approval of certain noteholders. As noted above, that approval has now been obtained.

“We have made great progress toward the completion of our comprehensive refinancing,” said Norman C. Chambers, Chairman, President and Chief Executive Officer. “We appreciate the cooperation we have received from our convertible noteholders and the vast majority of our bank lenders, as well as their recognition of our strong market position and our ability to benefit from improved business conditions over the next several years.”

“We are working diligently to obtain consent agreements from all of our bank lenders, which is a condition of the $250 million equity investment from CD&R,” Mr. Chambers noted. “Assuming all of our lenders agree, we will be in position to close on the investment agreement with CD&R as early as October 20, 2009.”

Near term trading pattern suggests consolidation and early accumulation.  SPM+Game Theory 68 LONG with EXIT POINT $4.00.