Item 7.01. Regulation FD Disclosure.
As previously disclosed, on March 5, 2022, Cornerstone Building Brands, Inc.
(the "Company") entered into an Agreement and Plan of Merger with Camelot Return
Intermediate Holdings, LLC ("Parent") and Camelot Return Merger Sub, Inc.
("Merger Sub"), pursuant to which Merger Sub will merge with and into the
Company (the "Merger"), with the Company surviving the Merger. Parent and Merger
Sub are subsidiaries of investment funds managed by Clayton, Dubilier & Rice,
LLC ("CD&R"). The Merger is expected to be funded in part with (i) approximately
$1,010 million of first lien indebtedness and (ii) approximately $464.4 million
of Senior PIK Notes (the "HoldCo PIK Notes") issued by Camelot Return Parent,
LLC ("HoldCo Issuer"), which HoldCo PIK Notes are expected to be purchased by
CD&R. As of the date on which the HoldCo PIK Notes are issued, HoldCo Issuer is
expected to own, directly or indirectly, 100% of the Company. On a pro forma
basis accounting for the financing transactions in connection with the Merger,
the Company is expected to have approximately $1,014.7 million available to draw
under the Company's secured revolving facilities.
The information contained in this Current Report on Form 8-K is for
informational purposes only and does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor does it constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
2© Edgar Online, source Glimpses
CORNERSTONE BUILDING BRANDS, INC. 
