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NCI Building Systems Inc. Message Board

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  • drink.guinness drink.guinness Oct 26, 2009 11:20 PM Flag

    250,000 preferred shares for $250,000,000?

    Dude, if you spent a little more time reading (or skimming) Form 424B3, filed October 19, 2009 and a little less time posting...

    Before saying NCS will fly, it would be wise to understand the deal. This board has turned into a love fest since davef9699 left. Not that this should be construed as invitation for his return, but a bit more balance would be nice.

    Around 1.75 would an attractive starting position. Could at least trade with great confidence from there.

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    • I have read the filings and if you note my quote came directly from the filings with the link to the filing provided in the very same post. And I do very well understand the deal as it is been known for months and in several of my previous posts and other's posts this matter has been extensively discussed and indicated that those shares can not be converted for 30 months which is a long time from now and that it is not likely that they will even be converted then and that those investors would want to hold on to those shares hoping that the company will be sold off someday.

      My only point from the post was for somebody to explain why the numbers mentioned don't match and whether it was a typo or in the case of preferred here one share means much much more understanding this is all trying to learn the technicals involved and nothing more since we already have known the actual number of shares involved.

      You seem to be upset that Dave is gone. You are wrong; He is posting under different IDs and you know it!!!

      As for my posting "too many posts" I don't believe I post more than a dozen posts today. That is a far cry from some who posts 50 or more a day at times. But since it seems there is an objection I'll try to limit my posts to around half dozen or less per day. Besides I believe right now the main thing dictating the direction of the stock price is those hedge funds and what they do with they remaining 20 million or so shares.

      • 2 Replies to ncswillfly
      • we dont mind u posting 12 times a day! You keep the board real and most people like you.. LOL

      • Well, the Form 424B3 is about 750 pages long. So I'm not sure anyone read it, though I hope the NCS board did...

        1- "Pursuant to the investment agreement, subject to the terms and conditions therein, the Company agreed to sell, and the CD&R Fund agreed to purchase, for a total purchase price of $250.0 million, an aggregate of 250,000 shares of a new class of our preferred stock, par value $1.00 per share, to be designated the Series B Cumulative Convertible Participating Preferred Stock, at a price of $1,000 per share."

        2- Shares can indeed be converted, and at any time:
        "each holder of shares of Series B convertible preferred stock will have a conversion right, at any time and from time to time, at such holder’s
        option, to convert all or any portion of such holder’s shares of Series B convertible preferred stock into shares of common stock (or such other capital stock). Upon a holder’s election to exercise the conversion right, each share of Series B convertible preferred stock will be converted into a number of shares of common stock equal to the quotient of (1) the sum of (a) the liquidation preference and (b) the accrued dividends of such share as of the date of conversion, divided by (2) the conversion price of such share in effect at the time of conversion."

        3- While Series B holder can convert (and dilute), they would need to keep their acquired common stock for the 30-month period:
        "the CD&R Investors are prohibited from transferring, selling, pledging, assigning or otherwise disposing of (including by merger or otherwise by operation of law) any of the shares of Series B convertible preferred stock or common stock held by them, except..."

        4- As for the Dave dude being gone, I don't know. My point was the board seems more Pollyannaish these days.

        5- Agreed that the massive selling is dictating the trend. But not convinced that only 20 million remain. Or that there will be much buy volume once the selling stops.

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