Building product manufacturers Ply Gem Parent LLC, which serves the residential market, and NCI Building Systems Inc., which sells to the commercial market, are combining forces in an all-stock deal that creates a one-stop solution for exterior building envelopes.
NCI will hold a majority share in the combined business and hold more seats on the board for the new company, which does not yet have a final name.
Houston-based NCI will issue 58.7 million shares to Cary, N.C.-based Ply Gem, which is worth $1.2 billion based on market closing value on July 17. NCI will own 53 percent of the new company with Ply Gem shareholders taking the remaining 47 percent.
The combined company is expected to generate $4.5 billion of sales for the 2018 calendar year and will have a pro forma enterprise value of $5.5 billion and an implied equity value of $2.6 billion.
Ply Gem produces siding, windows, patio doors, cellular PVC trim and moldings, roofing, vinyl fences and rails for single- and multi-family homes. The company says it is the top seller of vinyl siding, vinyl windows and metal accessories in the North America.
Amongst all pipe, profile and tubing processors, Ply Gem was No. 2 in the most recent ranking of North American companies by Plastics News with an estimated $1.5 billion in sales in the region.
The company's sale comes just three months after private equity group Clayton, Dubilier & Rice (CD&R) acquired both Ply Gem and Atrium Windows and Doors, which makes vinyl and aluminum products. Ply Gem has about 11,600 employees at 35 facilities in North America.
The publicly traded NCI produces roof and wall systems, insulated metal panels, structural framing and rollup doors for the non-residential construction market. The company says it is the top seller of insulated metal panels and metal roofs and wall systems in North America, where it has about 5,300 employees at 38 manufacturing sites.
Three years after the deal closes, ongoing cost-saving moves and near-term cost synergies related to manufacturing efficiencies, procurement and administration, are expected to total more than $150 million annually.
NCI Chairman James Metcalf will serve as chairman and CEO of the new company, which will have its headquarters in Cary, and Ply Gem Chief Financial Officer Shawn Poe will be CFO of the new firm.
Metcalf described the deal, which is expected to close in the fourth quarter of 2018, as a “transformational combination” that creates the leading exterior building products company.
“The enhanced, more balanced growth trajectory and strengthened financial profile we're creating are the main drivers of this transaction,” Metcalf said in a conference call with investors. “Our flexible balance sheet will enable us to pursue numerous paths to realize the new company's full potential through organic growth, capital investment and M&A while keeping debt levels manageable.”
As a larger, vertically integrated manufacturer, the new company will have a broader product portfolio for the new construction and remodeling markets; growth opportunities related to market expansion, product innovation, cross-selling and more mergers and acquisitions; and, combined strengths in advanced manufacturing.
“For example, we have the opportunity to cross sell products like NCI steel roofs, siding and trim to residential customers through Ply Gem channels and we can take Ply Gem's store front windows and stone to commercial markets though NCI channels,” Metcalf said.
He listed skylights and decking as two product lines that will be likely targets for acquisitions.
As part of the current deal, Ply Gem Chairman and CEO Gary Robinette and NCI CEO Donald Riley will serve in their roles until the closing. Then, Riley will become CEO of the new company's NCI division and Robinette will be chairman emeritus and a special advisor.
Robinette said Ply Gem wasn't looking to merge or buy so soon after being acquired by CD&R.
“We weren't shopping,” he told investors. “We just did a transaction and I think the ink is almost dried on it.”
However, the company's long-term strategy has been to transition away from generating all sales from the residential market to having 25 percent to 30 percent of sales from the commercial market. Ply Gem started offering manufactured stone, which Robinette said is the fastest growing cladding, and looking at new products like composites.
“On the cladding side, and this is important, we've about 40 percent of the share of the vinyl siding market,” Robinette said. “But our goal is to be the leader, or one of the top leaders, in overall cladding.”
Funds managed by CD&R will own just under 50 percent of the company's common equity and the firm will designate five directors to the company's 12-person board. Golden Gate Capital, a significant shareholder of Ply Gem, will own approximately 16 percent of the company's common equity.
NCI's financial adviser is Evercore and its legal counsel is Wachtell, Lipton, Rosen & Katz. Ply Gem's financial adviser is Credit Suisse. Debevoise & Plimpton is providing legal counsel to Ply Gem and CD&R.
