Item 2.01. Completion of Acquisition or Disposition of Assets.
On August 9, 2021, Cornerstone Building Brands, Inc. (the "Company") completed
the previously announced sale of the Company's Insulated Metal Panels business
(the "IMP Sale") to Nucor Insulated Panel Group Inc ("Purchaser") and Vulcraft
Canada Inc. ("Canada Purchaser") for an aggregate purchase price of $1 billion
in cash, subject to customary adjustments, in accordance with the terms of the
Securities Purchase Agreement, dated as of June 5, 2021, by and among Purchaser,
Canada Purchaser and the Company (the "Transaction Agreement").
The foregoing description of the Transaction Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Transaction Agreement, which
was filed with the Securities and Exchange Commission on August 4, 2021 as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended July 3, 2021, and is incorporated herein by reference. The Company
classified the IMP business as held for sale in its consolidated balance sheet
in its Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2021.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on August 9, 2021 announcing the closing of
the IMP Sale. A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1 are furnished and shall not
be deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and such information shall not be deemed to be
incorporated by reference into any of the Company's filings under the Exchange
Act or the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(b)   Pro forma financial information.
The Unaudited Pro Forma Financial Statements of the Company reflecting the
closing of the IMP Sale are filed as Exhibit 99.2 to this Current Report on Form
8-K and incorporated herein by reference.
(d)   Exhibits.
Exhibit No.             Description
99.1                      Press Release dated Aug    ust     9    , 2021
                          Unaudited Pro Forma Consolidated Financial Statements of Cornerstone
99.2                    Building Brands, Inc.
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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