UPDATE 1-NCI says private-equity investment delayed, shares fall

Thu Aug 27, 2009 10:32am EDT

Related Topics

* Says $250 mln investment delayed due to some amendments

* Obtains waiver on credit facility until Nov. 6 * Shares down 34 pct

Aug 27 (Reuters) - NCI Building Systems Inc (NCS.N) said a $250 million private-equity investment by a Clayton, Dubilier & Rice fund has been delayed due to certain amendments, sending its shares down 37 percent.

On Aug. 14, NCI said a CD&R fund will make the investment through newly issued convertible participating preferred shares and thus take a 72 percent ownership in the company on an as-converted, pro-forma basis. [nBNG452301]

On Thursday, NCI said it was in negotiations with the CD&R fund and certain of its existing convertible noteholders regarding amendments that would check CD&R's pro-forma ownership to 68.5 percent.

Convertible noteholders would receive $500 cash and 390 shares for each $1000 principal amount tendered in the exchange offer, NCI said, compared with the earlier agreement of $500 in cash and 125 shares.

Due to these negotiations, the launch of the exchange offer, earlier expected to have occurred by Aug. 28, will be delayed, NCI said.

NCI also said it has obtained an extension of the waivers granted by its senior credit facility lenders until Nov. 6.

Shares of NCI were down $1.19 at $2.29 Thursday on the New York Stock Exchange. They touched a low of $2.18 earlier in the session. (Reporting by A.Ananthalakshmi in Bangalore; Editing by Jarshad Kakkrakandy) ((ananthalakshmi.as@thomsonreuters.com; within U.S. +1 646 223 8780; outside U.S. +91 80 4135 5800; Reuters Messaging: ananthalakshmi.as.reuters.com@reuters.net))

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