Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.



The information set forth in the section above titled "Introduction" of this
Current Report on Form 8-K is incorporated herein by reference. On January 29,
2021, the Merger was completed pursuant to Section 251 of the Delaware General
Corporation Law, and the Company became a wholly-owned subsidiary of Parent. As
a result, a change of control of the Company occurred.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer.



On January 29, 2021, in connection with the consummation of the Merger, the
Company notified the New York Stock Exchange ("NYSE") of the consummation of the
Merger and requested that the NYSE (x) cease trading of Common Stock on the NYSE
and suspend the listing of the Common Stock, in each case effective prior to
market open on January 29, 2021, and (y) file with the SEC a Form 25
Notification of Removal from Listing and/or Registration ("Form 25") to delist
the Common Stock from the NYSE and deregister the Common Stock under Section
12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company expects that, in accordance with the Company's request, the NYSE
will file a Form 25 with the SEC with respect to Common Stock to report the
delisting of Common Stock from the NYSE and suspend trading of Common Stock on
the NYSE before market open on January 29, 2021.

The Company intends to file with the SEC a Form 15 with respect to its Common
Stock, requesting that the Common Stock be deregistered under Section 12(g) of
the Exchange Act, and that the reporting obligations of the Company under
Sections 13 and 15(d) of the Exchange Act be suspended.

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Item 3.03 Material Modification to rights of Security Holders.

The information contained in the "Introduction" and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information contained in the "Introduction", Item 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.



As a result of the consummation of the Merger, a change of control of the
Company occurred and the Company became a wholly owned subsidiary of Parent.
Parent funded the acquisition through a combination of equity financing and
proceeds from the First Lien Term Loan Agreement, dated as of January 29, 2021,
by and among Parent, Merger Sub and following consummation of the Merger, the
Company, as borrower, the subsidiaries of the Company from time to time party
thereto, as subsidiary guarantors, the financial institutions from time to time
party thereto, as lenders, and Credit Suisse AG, Cayman Islands Branch, as
administrative agent and collateral agent (the "Term Loan Agreement") and the
ABL Credit Agreement, dated as of January 29, 2021, by and among Parent, Merger
Sub and following consummation of the Merger, the Company, as a U.S. borrower
and as borrower representative, the Canadian subsidiary borrowers from time to
time party thereto, the U.S. subsidiary borrowers from time to time party
thereto, the subsidiaries of the Company from time to time party thereto, as
subsidiary guarantors, the financial institutions from time to time party
thereto, as lenders, and Bank of America, N.A., as administrative agent and
collateral agent (the "ABL Credit Agreement").

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Directors



In accordance with the terms of the Merger Agreement, at the Effective Time,
each of the directors of the Company (Ruben D. Mendoza, Chris Meyer, Rafael
Colorado, Maureen Harrell, Chad Lewis, Chase Hagin, Matthew J. Espe, Fareed A.
Khan and James F. Underhill) ceased to be directors of the Company. At the
Effective Time, in connection with the Merger and in accordance with the terms
of the Merger Agreement, the directors of Merger Sub immediately prior to the
Effective Time, Kevin Penn and Aaron Maeng, became the directors of the Company,
and the officers of the Company immediately prior to the Effective Time remained
the officers of the Company.

Employee Stock Purchase Plans; Equity Incentive Plans

In accordance with the terms of the Merger Agreement, prior to the Effective Time, the Company Stock Plan was terminated.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year



Pursuant to the terms of the Merger Agreement, at the Effective Time, the
amended and restated certificate of incorporation and amended and restated
bylaws of the Company were each amended and restated, and such amended and
restated certificate of incorporation and bylaws became the certificate of
incorporation and bylaws, respectively, of the Company. Copies of the Second
Amended and Restated Certificate of Incorporation of the Company and the Second
Amended and Restated Bylaws of the Company are attached as Exhibits 3.1 and 3.2,
respectively, to this Current Report on Form 8-K and incorporated herein by
reference.


Item 8.01. Other Events.

On January 29, 2021, the Company issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.


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Item 9.01. Financial Statements and Exhibits.



 (d)  Exhibits



Exhibit No.              Description
                           Agreement and Plan of Merger, dated November 14,

2020, by and among ASP Flag

Intermediate Holdings, Inc., ASP Flag Merger Sub,

Inc. and Foundation Building

Materials, Inc.   (incorporated by reference to

Exhibit 2.1 to the Current


                         Report on Form 8-K of Foundation Building

Materials, Inc., which was filed


  2.1  *                 with the SEC on November 16, 2020)
                           Second Amended and Restated Certificate of

Incorporation of Foundation


  3.1                    Building Materials, Inc.
  3.2                      Second Amended and Restated Bylaws of Foundation

Building Materials, Inc.


                           Press Release of Foundation Building Materials,

Inc. dated January 29,


  99.1                   2021
                         Cover Page Interactive Data File - The cover page

from the Company's Current


                         Report on Form 8-K filed on January 29, 2021 is formatted in Inline XBRL
104.1                    (included as Exhibit 104).
                         certain schedules and exhibits to this agreement have been omitted in
*                        accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted
                         schedule and/or exhibit will be furnished

supplementally to the SEC upon its


                         request.

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