Item 1.01. Entry into a Material Definitive Agreement.

The Merger was funded in part with proceeds from (i) a $300 million senior secured first lien term loan facility (the "New Term Loan Facility"); (ii) $710 million aggregate principal amount of 8.750% senior secured notes due 2028 (the "2028 Notes") initially issued by Merger Sub; and (iii) $464.4 million aggregate principal amount of 2.99% senior payment-in-kind notes due 2029 (the "HoldCo PIK Notes") issued by Camelot Return Parent, LLC ("HoldCo Issuer").





Term Loan Credit Agreement

On July 25, 2022, Merger Sub, as initial borrower thereunder, entered into a Term Loan Credit Agreement (the "Term Loan Credit Agreement") by and among Merger Sub, as initial borrower thereunder, the Company, as successor borrower thereunder, the lenders party thereto (the "Term Loan Lenders") and Deutsche Bank AG New York Branch, as administrative agent and collateral agent, pursuant to which the Term Loan Lenders extended an initial term loan facility to the borrower under the Term Loan Credit Agreement in an aggregate principal amount of $300 million (the "Term Loans"). Upon the consummation of the Merger, the Company succeeded Merger Sub as Borrower under the Term Loan Credit Agreement and the subsidiaries of the Company that guarantee its existing secured credit facilities provided an unconditional guarantee of the obligations of the Company under the Term Loan Credit Agreement.

The Term Loan Credit Agreement will mature on August 1, 2028 and will bear interest at a floating rate per annum of, at the Company's option, SOFR plus 5.625% or a base rate plus 4.625%. The term SOFR rate is subject to an interest rate floor of 0.50% and the base rate is subject to an interest rate floor of 0.00%. Borrowings under the Term Loan Credit Agreement will amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount; provided that if the Term Loans outstanding as of July 25, 2022 will not be discharged as of July 23, 2027, the last business day of each fiscal quarter ending on or after July 25, 2027 and prior to April 15, 2028 shall not be an amortization payment date.

At any time prior to August 1, 2024, the Company may, at its option, prepay the Term Loans, in whole or in part, at a price equal to 100% of the principal amount, plus a "make-whole" premium described below, plus accrued and unpaid interest, if any, on the Term Loans prepaid to, but not including, the date of prepayment. Additionally, at any time and from time to time prior to August 1, 2024, the Company may, at its option, prepay up to 40% of the original aggregate principal amount of the Term Loans with the net proceeds of certain equity offerings at a redemption price equal to 108.750% of the principal amount of the Term Loans, together with accrued and unpaid interest, if any, on the Term Loans . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

At the effective time of the Merger (the "Effective Time"), in accordance with the terms and conditions set forth in the Merger Agreement, each share of Company common stock outstanding immediately prior to the Effective Time of the Merger (other than (i) shares of Company common stock that were cancelled or converted into shares of common stock of the Surviving Corporation in accordance with the Merger Agreement and (ii) shares of Company common stock held by stockholders of the Company (other than CD&R, certain investment funds managed by CD&R and other affiliates of CD&R that held shares of Company common stock) who did not vote in favor of the Merger Agreement or the Merger and who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware), was converted into the right to receive cash in an amount equal to $24.65 in cash per share, without interest and subject to any required withholding taxes (the "Merger Consideration").

At the Effective Time, each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of shares of Company common stock subject to such stock option. Each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of shares of Company common stock subject to such stock option, and such resulting cash-based awards are subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise).

At the Effective Time, each outstanding restricted stock unit award corresponding to shares of Company common stock (a "Company RSU Award") was cancelled and converted into the contractual right to receive a cash payment from the Surviving Corporation equal to the product of (x) the number of shares of Company common stock subject to such Company RSU Award and (y) the Merger Consideration, and such resulting cash-based awards are subject to the same terms and conditions as are applicable to the corresponding Company RSU Award (including time-based vesting conditions).

At the Effective Time, each outstanding performance-based share unit award (a . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

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

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

On July 25, 2022, the Company notified the New York Stock Exchange (the "NYSE") that the Merger had been completed, and requested that the NYSE suspend trading of Company common stock on the NYSE prior to the opening of trading on July 25, 2022. The Company also requested that the NYSE file with the U.S. Securities and Exchange Commission (the "SEC") a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Company common stock from the NYSE and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, shares of Company common stock will no longer be listed on the NYSE.

In addition, the Company intends to file a certification on Form 15 with the SEC requesting the termination of registration of all shares of Company common stock under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Section 13 of the Exchange Act with respect to all shares of Company common stock.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.01. Changes in Control of the Registrant.

The information set forth in the Introductory Note and in Items 1.01, 2.01, 2.03, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the completion of the Merger, a change in control of the Company occurred, and the Company became a subsidiary of Parent. The aggregate Merger Consideration paid to Company stockholders not affiliated with CD&R was approximately $1,572 million, which Parent funded through proceeds from the New Term Loan Facility, the 2028 Notes and the HoldCo PIK Notes, along with cash from the Company's balance sheet.

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

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.





Directors

Pursuant to the terms of the Merger Agreement, immediately prior to, but conditioned on the occurrence of, the Effective Time, Kathleen J. Affeldt, George L. Ball, Gary L. Forbes, John J. Holland, William E. Jackson, Wilbert W. James, Jr., Daniel Janki, John Krenicki, Jr., Rose Lee, Timothy O'Brien, Judith Reinsdorf, Nathan K. Sleeper and Jonathan L. Zrebiec each resigned from their positions as members of the board of directors of the Company and from any and all committees of the board of directors on which they served. In addition, pursuant to the terms of the Merger Agreement, from and after the Effective Time, Tyler Young and Jonathan L. Zrebiec, who were directors of Merger Sub immediately before the Effective Time, became directors of the Company. Immediately following the Effective Time, Rose Lee, Jeffrey S. Lee and Alena S. Brenner were appointed to the board of directors of the Surviving Corporation and Tyler Young and Jonathan L. Zrebiec resigned from the board of directors of the Surviving Corporation.





Officers

The officers of the Company immediately prior to the Effective Time continued as officers of the Company.

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

The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's Amended and Restated Certificate of Incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Charter"). A copy of the Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company's Amended and Restated Bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time of the Merger, except that references to Merger Sub's name were replaced with references to the Company's name (the "Bylaws"). A copy of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.




Item 8.01. Other Events.

On July 25, 2022, the Company issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
  No.                               Description of Exhibit
   2.1       Agreement and Plan of Merger, dated as of March 5, 2022, by and among
           Camelot Return Intermediate Holdings, LLC, Camelot Return Merger Sub,
           Inc., and Cornerstone Building Brands, Inc. (filed as Exhibit 2.1 to the
           Company's Current Report on Form 8-K, filed on March 7, 2022 and
           incorporated herein by reference).
   3.1       Amended and Restated Certificate of Incorporation of Cornerstone
           Building Brands, Inc.
   3.2       Amended and Restated Bylaws of Cornerstone Building Brands, Inc.
  99.1       Press Release, dated as of July 25, 2022.
     104   Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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