CD&R to Buy Remainder of Exteriors Supplier Cornerstone Building Brands for $5.8B

CD&R currently owns 49% of Cornerstone, which brands itself as the largest manufacturer of exterior building products in North America.

Clayton, Dubilier & Rice

Mar 7, 2022

CARY, NC — Cornerstone Building Brands, Inc., the largest manufacturer of exterior building products in North America, announced March 7 that it has entered into a definitive agreement to be acquired by affiliates of Clayton, Dubilier & Rice in an all-cash transaction with an enterprise value of approximately $5.8 billion, including the assumption of debt.

CD&R, in the aggregate, is currently the beneficial owner of approximately 49 percent of the company’s outstanding shares of common stock. The proposed transaction delivers substantial value to Cornerstone Building Brands’ shareholders, who will receive $24.65 in cash per share, representing an approximately 16 percent premium to the closing price of the company’s common stock as of March 4, 2022, and an approximately 75 percent premium to the closing price of the company’s common stock as of February 4, 2022, the last trading day prior to speculation in the market regarding a potential transaction.

The proposed transaction has been approved by a special committee of independent directors of the company’s Board of Directors previously formed to evaluate and consider any potential or actual proposal from CD&R. The board of directors of the company has approved the proposed transaction on the recommendation of the special committee.

“We believe this transaction provides substantial value for our shareholders while also accelerating Cornerstone Building Brands’ aspiration to become a premier exterior building solutions company,” said Rose Lee, President and Chief Executive Officer of Cornerstone Building Brands. “We have grown our business and portfolio since 2018 when the company was created, delivering high-quality exterior building products with a strong focus on being a partner of choice for our customers. CD&R will continue to be an outstanding partner as we advance our operational improvements and innovation-driven growth to create many positive outcomes for our customers and employees.”

“We are pleased to have reached this agreement with CD&R, which delivers a significant and immediate cash premium to our shareholders,” said George L. Ball, special committee chair. “The special committee thoroughly reviewed CD&R’s proposal, considering the benefits of the transaction against other strategic alternatives available to the company, including continuing as a publicly-traded company. Following this review, the board determined this transaction is the best path forward for Cornerstone Building Brands and its shareholders. This transaction reflects the significant value of our business and leadership position in the building products industry.”

J.L. Zrebiec, Partner at CD&R, said, “As a supportive long-term investor over a number of years, we have seen firsthand the significant value that Cornerstone Building Brands brings to its customers and communities across North America. The company has an outstanding team and portfolio of products well-positioned to meet the needs of today’s evolving market. We are confident that as a privately held company, with CD&R’s operational and strategic support, Cornerstone Building Brands will be even better positioned in its next phase of growth.”

The proposed transaction will result in the company becoming a private company and is expected to close in the second or third quarter of 2022, subject to customary closing conditions, including receipt of regulatory approvals. The transaction is subject to approval by holders of a majority of the shares not owned by CD&R and its affiliates.

Advisors
Centerview Partners LLC is serving as financial advisor to the Special Committee and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to the Special Committee. Sullivan & Cromwell LLP is serving as legal counsel to Cornerstone Building Brands.

UBS Investment Bank, Barclays, BNP Paribas Securities Corp., Goldman Sachs, Jefferies, Natixis, New York Branch, RBC Capital Markets, and Societe Generale are providing financial advisory services to CD&R. Kirkland & Ellis LLP is serving as legal counsel on the transaction and Debevoise & Plimpton LLP is serving as legal counsel on the financing. CD&R has obtained committed financing from Deutsche Bank Securities Inc., UBS Investment Bank, Barclays, BNP Paribas, RBC Capital Markets, Societe Generale, Goldman Sachs, Natixis, New York Branch, Jefferies, Apollo, Blackstone Credit, and U.S. Bank.

Cornerstone Building Brands is the largest manufacturer of exterior building products by sales for residential and low-rise non-residential buildings in North America. Headquartered in Cary, NC., we serve residential and commercial customers across the new construction and repair and remodel markets. Cornerstone's portfolio of products spans vinyl windows, vinyl siding, stone veneer, metal roofing, metal wall systems and metal accessories. Cornerstone Building Brands’ broad, multichannel distribution platform and expansive national footprint includes more than 20,000 employees at manufacturing, distribution and office locations throughout North America.

Clayton, Dubilier & Rice is a private investment firm with a strategy predicated on building stronger, more profitable businesses. Since its inception, CD&R has managed the investment of more than $40 billion in over 100 companies with an aggregate transaction value of approximately $175 billion. The Firm has offices in New York and London.