American Securities LLC entered into a definitive agreement to acquire Foundation Building Materials, Inc. (NYSE:FBM) from Lone Star Fund IX (U.S.), L.P. managed by Lone Star Americas Acquisitions, Inc. and others for approximately $850 million on November 14, 2020. Under the terms of agreement, American Securities will acquire all outstanding shares of Foundation Building for $19.25 per share. An equity commitment letter was entered on November 14, 2020, with American Securities Partners VIII, L.P. and American Securities Partners VIII(B), L.P., affiliated funds of American Securities to finance the transaction, with an aggregate commitment of $1.45 billion. American Securities expects to finance the payments at the closing of the Merger using the equity financing commitment under the Equity Commitment Letter and, potentially, debt financing from third party financing sources. On November 19, 2020, American Securities entered into a debt commitment letter with Credit Suisse, Credit Suisse Loan Funding LLC, Bank of America, N.A. and BofA Securities, Inc., whereby the financing sources identified therein agreed to provide commitments under the ABL Facility and the First Lien Term Facility. Upon completion of the transaction, Foundation Building will become a privately held company. Foundation Building Materials' common stock will be delisted from the stock exchange on closing of the transaction. Foundation Building Materials may be required to pay American Securities a termination fee of $25 million. The transaction is subject to customary closing conditions, including receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the Competition Act (Canada). The transaction has been unanimously approved by the special committee formed of Board of Directors of Foundation Building and shareholders of Foundation Building also approved the transaction. The consummation of the transaction is not conditioned upon American Securities’ receipt of financing. As of December 7, 2020, the transaction got approval from the Federal Trade Commission. The transaction is expected to close in the first quarter of 2021. RBC Capital Markets, LLC acted as financial advisor and Jeffrey Chapman of Gibson, Dunn & Crutcher LLP and Davies Ward Phillips & Vineberg LLP acted as legal advisors to Foundation Building. Evercore Group L.L.C. acted as financial advisor and fairness opinion provider and Mark J. Gentile of Richards, Layton & Finger, P.A. acted as legal advisor to the Special Committee of Foundation Building board of directors. Michael E. Lubowitz of Weil, Gotshal & Manges LLP acted as legal advisor to American Securities LLC. Foundation has agreed to pay Evercore a fee of $1.5 million upon delivery of the opinion to the Special Committee, which fee became payable upon delivery of the opinion regardless of the conclusion reached therein. Foundation has also agreed to pay Evercore an additional transaction fee, estimated to be approximately $4 million, based upon a percentage of the transaction value of the Merger, which is contingent upon the closing of the Merger. Evercore will also be entitled to receive a termination fee if the Merger is not consummated, and a discretionary fee of up to $1.5 million based upon, among other things, the resources expended by Evercore in the course of the engagement, the satisfaction of the Special Committee with Evercore’s services and the benefit to Foundation of the successful conclusion of the engagement. Foundation has agreed to pay RBC Capital Markets for its services an aggregate fee of approximately $8.3 million, which is contingent upon the closing of the Merger. Stephen Arcano and Maxim Mayer-Cesiano of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Evercore Group L.L.C. who is financial advisor and provided fairness opinion to Foundation Building Materials. Susan Curtis of Credit Suisse Securities (USA) LLC acted as financial advisor for American Securities. American Securities LLC completed the acquisition of Foundation Building Materials, Inc. (NYSE:FBM) from Lone Star Fund IX (U.S.), L.P. managed by Lone Star Americas Acquisitions, Inc. and others on January 29, 2021.