Nucor Insulated Panel Group Inc and Vulcraft Canada, Inc. signed a definitive purchase agreement to acquire Insulated Metal Panels Business of Cornerstone Building Brands, Inc. (NYSE:CNR) for $1 billion on June 5, 2021. The consideration will be paid in cash. Under the terms of the agreement, Cornerstone Building will sell seven manufacturing facilities, three offices, and a product innovation center, all located in North America. The offer price implies 10x the pre-pandemic EBITDA, inclusive of expected synergies. Insulated Metal Panels Business contributed approximately $335 million of the Cornerstone Building Brands net sales for the trailing twelve months ended April 3, 2021. If the closing has not occurred on or prior to February 5, 2022, Nucor will pay to Cornerstone a $45 million termination fee. Approximately 830 employees will be transferred from Cornerstone Building Brands to Nucor.

The transaction is subject to regulatory approval, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust and other customary closing conditions and is expected to close in the second-half of 2021. Cornerstone Building Brands, Inc. expects post-tax transaction proceeds of approximately $750 million to be used to pay down a portion of its secured credit facilities, invest in organic growth and efficiency projects and strategic acquisitions. The deal is expected to be accretive to EBITDA margins and improve free cash flow conversion rates.

Moelis & Company LLC served as the exclusive financial advisor and Moore & Van Allen PLLC served as legal counsel to Nucor Corporation, parent company of Nucor Insulated Panel Group and Vulcraft Canada, for this transaction. Rothschild & Co served as the exclusive financial advisor and Chris Anthony, Paul Bird, Julia Chen, Jeffrey Ross, J. Michael Snypes, Jr., Peter Furci, Michael Schaper, Erica Weisgerber, Morgan Hayes, Henry Lebowitz and Stuart Hammer of Debevoise & Plimpton LLP acted as legal advisors to Cornerstone Building Brands, Inc. Stikeman Elliott LLP acted as legal advisor led by Rocco M. Delfino, Shawn Blundell, Lindsay Gwyer, Jean-Guillaume Shooner, Kate Amirault, Neil Shapiro, Luca Di Donato, Lucy Carruthers, Alyson Frankie, Justine M. Whitehead, Ryan Sheahan, Mike Kilby, Larry Cobb, to Nucor Insulated Panel Group Inc in the transaction.

Nucor Insulated Panel Group Inc and Vulcraft Canada, Inc. completed the acquisition of Insulated Metal Panels Business of Cornerstone Building Brands, Inc. (NYSE:CNR) on August 9, 2021. As per closing, Nucor management team is in place and the CENTRIA and Metl-Span brands acquired from Cornerstone Building Brands are now a part of the newly created Insulated Panel Group.