Clayton, Dubilier & Rice Completes Acquisition of Cornerstone Building Brands

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CARY, North Carolina–(BUSINESS WIRE)–Cornerstone Building Brands, Inc. (“Cornerstone Building Brands” or the “Company”), the largest manufacturer of exterior building products in North America, today announced that Clayton, Dubilier & Rice (“CD&R ”) has successfully completed the acquisition of Cornerstone Building Brands.

Holders of a majority of the common stock of Cornerstone Building Brands not held by CD&R and its affiliates voted to approve the acquisition at the special meeting of shareholders held on June 24, 2022. The acquisition also received approval by the holders of a majority of the outstanding common shares of Cornerstone Building Brands at the special meeting. With the completion of the acquisition, the common stock of Cornerstone Building Brands has ceased trading and will no longer be listed on the New York Stock Exchange.

“The closing of this transaction is an important milestone for Cornerstone Building Brands, and we are excited to enter our next phase of growth as a private company,” said Jeffrey S. Lee, executive vice president and chief financial officer of Cornerstone. Building Brands. “With CD&R’s operational and strategic support, Cornerstone Building Brands will be even better positioned to accelerate our future growth plans and advance our journey to become the premier exterior building solutions company and deliver increased value to our customers. I would like to thank all Cornerstone Building Brands employees for their continued dedication and hard work. This transaction demonstrates our team’s unwavering commitment to our clients and our focus on executing our strategy. I am excited about the opportunities ahead for Cornerstone Building Brands, and look forward to continuing our work together as we create value for all stakeholders.

JL Zrebiec, Partner at CD&R, said: “We have long admired the business and talented team of Cornerstone Building Brands, and we look forward to working even more closely with its management team and employees in this next chapter. We strongly believe the Company is uniquely positioned to expand its position as the largest manufacturer of exterior building products in North America, and we look forward to working together to build on the significant momentum underway.

Advisors

Centerview Partners LLC is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to a special committee of independent directors of Cornerstone Building Brands. Sullivan & Cromwell LLP is legal counsel to Cornerstone Building Brands.

UBS, Barclays, BNP Paribas Securities Corp., Goldman Sachs, Jefferies, Natixis, New York Branch, RBC Capital Markets and Société Générale provide financial advisory services to CD&R. Kirkland & Ellis LLP is acting as legal counsel to CD&R on the transaction and Debevoise & Plimpton LLP is acting as legal counsel to CD&R on the financing. CD&R has secured committed funding from Deutsche Bank Securities Inc., UBS Investment Bank, Barclays, BNP Paribas, RBC Capital Markets, Société Générale, Goldman Sachs, Natixis, New York Branch, Jefferies, Apollo, Blackstone Credit and US Bank.

About Cornerstone Building Brands, Inc.

Cornerstone Building Brands is the largest manufacturer of exterior building products by sales for low-rise residential and non-residential buildings in North America. Based in Cary, NC, we serve residential and commercial customers in the new construction, repair and remodel markets. Our market-leading product portfolio covers vinyl windows, vinyl siding, stone veneer, metal roofing, metal wall systems and metal accessories. Cornerstone Building Brands’ extensive multi-channel distribution platform and national footprint includes more than 20,000 employees in manufacturing, distribution and office locations across North America. Corporate stewardship and environmental, social and governance (ESG) responsibility are embedded in our culture. We are committed to making a positive contribution to the communities in which we live, work and play. For more information, visit us at www.cornerstonebuildingbrands.com.

About Clayton, Dubilier & Rice

Clayton, Dubilier & Rice is a private investment firm whose strategy is based on building stronger, more profitable businesses. Since its inception, CD&R has managed the investment of over $40 billion in over 100 companies with an aggregate transaction value of over $175 billion. The firm has offices in New York and London. For more information, please visit www.cdr-inc.com.

Forward-looking statements

This communication includes forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about the potential benefits of the proposed acquisition, expected growth rates, the Company’s plans, objectives, expectations and expected timing of closing of the proposed transaction. When used in this communication, the words “believes”, “estimates”, “plans”, “expects”, “should”, “could”, “prospect”, “potential”, “anticipates”, “target” and “anticipate”. and similar expressions referring to the Company or its management are intended to identify forward-looking statements. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the opinions, beliefs, projections and estimates expressed in such statements. . These risks, uncertainties and other factors include, but are not limited to, those described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the United States Securities and Exchange Commission. (there “SECOND”) on March 1, 2022, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended April 2, 2022, filed with the SEC on May 3, 2022, and the following: (1) disruption of the transaction makes it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with customers, suppliers and others with whom the Company does business; (2) risks relating to the disruption of management’s attention to the Company’s ongoing business operations as a result of the transaction; (3) significant transaction costs; (4) the risk of litigation and/or regulatory actions related to the transaction or adverse results of pending litigation and proceedings or litigation and proceedings that may arise in the future; (5) other business effects, including the effects of industry, market, economic, political or regulatory conditions; (6) computer system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware, or ransomware attacks; and (7) changes resulting from the COVID-19 pandemic, which could exacerbate any of the risks described above.

Readers are cautioned not to place undue reliance on any forward-looking statements made by or on behalf of the Company. Each of these declarations is valid only from the day on which it was made. The Company assumes no obligation to update or revise any forward-looking statements. The factors described above cannot be controlled by the Company.

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