Item 2.04. Triggering Event That Accelerates or Increases a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
On March 19, 2021, Cornerstone Building Brands, Inc. (the "Company") issued a
conditional notice of redemption to redeem in full the outstanding $645.0
million aggregate principal amount of its outstanding 8.00% Senior Notes due
2026 (the "Existing Notes"). The redemption is expected to occur on April 15,
2021 (the "Redemption Date"), subject to satisfaction or waiver by the Company
of the Condition (as defined below). The Existing Notes were issued under an
Indenture, dated as of April 12, 2018, among the Company, Wilmington Trust,
National Association, as Trustee (as defined therein) and the Subsidiary
Guarantors (as defined therein) from time to time party thereto, as supplemented
by the First Supplemental Indenture, dated April 12, 2018, the Second
Supplemental Indenture, dated April 12, 2018, the Third Supplemental Indenture,
dated April 13, 2018, the Fourth Supplemental Indenture, dated October 15, 2018,
the Fifth Supplemental Indenture, dated November 16, 2018, the Sixth
Supplemental Indenture, dated February 20, 2019, the Seventh Supplemental
Indenture, dated May 29, 2020, the Eight Supplemental Indenture, dated September
24, 2020, and as otherwise supplemented from time to time (the "Indenture"). The
redemption price for the Existing Notes will be $1,040 per $1,000 principal
amount, plus accrued and unpaid interest, if any, to, but not including, the
Redemption Date. The redemption of the Existing Notes is conditioned upon the
completion by the Company or its subsidiaries of the Extension and Refinancing
(as defined below) (the "Condition").
Item 8.01. Other Events.
On March 19, 2021, the Company issued a press release announcing its intention
to seek an amendment and refinancing of its senior credit facilities to among
other things (i) extend the maturity of its $611 million ABL credit facility and
$115 million revolving credit facility, in each case, to April 12, 2026, (ii)
extend the maturity of its $2,498 million term loan facility to April 12, 2028
and (iii) obtain incremental commitments under the term loan facility in the
amount of $102 million (collectively, the "Extension and Refinancing"). The
Company intends to use a portion of the net proceeds from the Extension and
Refinancing and available cash to redeem in full the Existing Notes on the
Redemption Date, subject to the completion by the Company of the Condition.
A copy of the press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
This report does not constitute an offer to tender for, or purchase, any
Existing Notes or any other securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.             Description
99.1                      Press Release of Cornerstone Building Brands, Inc. dated March 19, 2021
104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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