Item 1.02 Termination of a Material Definitive Agreement.


In connection with the consummation of the Merger, on January 29, 2021, the
Company terminated the Tax Receivable Agreement, dated as of February 8, 2017,
between the Company and the Principal Stockholder upon payment of an early
termination payment by the Company in the amount of $74,758,189.64. A
description of the material terms of the Tax Receivable Agreement is included
under "Certain Relationships and Related Transactions" in the Company's
definitive proxy statement related to the Company's 2020 Annual Meeting of
Stockholders filed with the Securities and Exchange Commission ("SEC") on March
31, 2020.

In connection with the Merger, on January 29, 2021, the aggregate amounts outstanding under the Existing Credit Agreements were repaid in full and the Existing Credit Agreements were terminated.

The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.

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 under the heading "Credit Agreements" in the section
above titled "Introduction" of this Current Report on Form 8-K is incorporated
herein by reference.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information set forth in the section above titled "Introduction" of this Current Report on Form 8-K is incorporated herein by reference.



Exhibit No.              Description
                           Agreement and Plan of Merger, dated November 14,

2020, by and among ASP Flag

Intermediate Holdings, Inc., ASP Flag Merger Sub,

Inc. and Foundation Building

Materials, Inc.   (incorporated by reference to

Exhibit 2.1 to the Current


                         Report on Form 8-K of Foundation Building

Materials, Inc., which was filed


  2.1  *                 with the SEC on November 16, 2020)
                         Cover Page Interactive Data File - The cover page

from the Company's Current


                         Report on Form 8-K filed on January 29, 2021 is formatted in Inline XBRL
104.1                    (included as Exhibit 104).
                         certain schedules and exhibits to this agreement have been omitted in
*                        accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted
                         schedule and/or exhibit will be furnished

supplementally to the SEC upon its


                         request.

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