Holders of a majority of the shares of Cornerstone Building Brands common stock not owned by CD&R and its affiliates voted to approve the acquisition at the Special Meeting of Stockholders held on June 24, 2022. The acquisition also received the approval of the holders of a majority of the shares of
Cornerstone Building Brands common stock outstanding at the Special Meeting. With the completion of the acquisition, Cornerstone Building Brands’ common stock has ceased trading and will no longer be listed on the New York Stock Exchange.
“The closing of this transaction is an important milestone for Cornerstone Building Brands, and we are pleased to be entering our next phase of growth as a private company,” said Jeffrey S. Lee, Executive Vice President and Chief Financial Officer of Cornerstone Building Brands. “With CD&R’s operational and strategic support, Cornerstone Building Brands will be even better positioned to accelerate our future growth plans and advance our journey to be the premier exterior building solutions company and deliver enhanced value to our customers. I want to thank all Cornerstone Building Brands employees for their continued dedication and hard work. This transaction is a testament to our team’s unwavering commitment to our customers and focus on executing our strategy. I am excited about the opportunities ahead for Cornerstone Building Brands, and I look forward to continuing our work together as we drive value for all stakeholders.”
J.L. Zrebiec, Partner at CD&R, said, “We have long admired Cornerstone Building Brands’ business and talented team, and we are thrilled to work even more closely with its leadership team and employees in this next chapter. We firmly believe that the Company is uniquely positioned to expand on its position as the largest manufacturer of exterior building products in North America, and we look forward to working together to build on the significant momentum underway.”
Centerview Partners LLC is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal advisor to a special committee of Cornerstone Building Brands’ independent directors. Sullivan & Cromwell LLP is serving as legal counsel to Cornerstone Building Brands.
UBS, Barclays, BNP Paribas Securities Corp., Goldman Sachs, Jefferies, Natixis, New York Branch, RBC Capital Markets, and Societe Generale are providing financial advisory services to CD&R. Kirkland & Ellis LLP is serving as legal counsel to CD&R on the transaction and Debevoise & Plimpton LLP is serving as legal counsel to CD&R on the financing. CD&R has obtained committed financing from Deutsche Bank Securities Inc., UBS Investment Bank, Barclays, BNP Paribas, RBC Capital Markets, Societe Generale, Goldman Sachs, Natixis, New York Branch, Jefferies, Apollo, Blackstone Credit, and U.S. Bank.