CD&R Friends & Family Fund VIII, L.P. and Clayton, Dubilier & Rice VIII, L.P., funds of Clayton, Dubilier & Rice, LLC and CD&R INVESTMENT ASSOCIATES X, LTD. (CD&R Investors) made a non-binding proposal to acquireáremaining 51.3% stake in Cornerstone Building Brands, Inc. (NYSE:CNR) from Golden Gate Capital and others for $1.6 billion in a going private transactionáon February 13, 2022. CD&R Friends & Family Fund VIII, L.P. and Clayton, Dubilier & Rice VIII, L.P., funds of Clayton, Dubilier & Rice, LLC and CD&R INVESTMENT ASSOCIATES X, LTD. (CD&R Investors) entered into a definitive agreement to acquireáremaining 50.8% stake in Cornerstone Building Brands, Inc. on March 5, 2022. Under the terms of the offer, CD&R Investors will pay cash consideration of $24.65 per share. The indebtedness of Cornerstone Building Brands, Inc. under its term loan, ABL and senior notes will remain outstanding following the closing of the potential transaction. CD&R and Merger Sub have obtained from a number of financial institutions debt financing commitments for bridge loans in an aggregate principal amount of up to $1.675 billion to fund their payment obligations in respect of the transactions contemplated by the Merger Agreement and pay related fees and expenses. 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. Additionally, the proposal assumes that CD&R Investors will cash out vested equity awards at the proposal price (net of any applicable strike prices) in connection with the consummation of the potential transaction. CD&R Investors currently intend to remain shareholders of Cornerstone Building Brands, Inc. if the transaction cannot be completed. Cornerstone Building will be required to pay to CD&R a termination fee of $105,000,000. CD&R will be required to pay to Cornerstone Building a termination fee of $210,000,000
The transaction is subject to approval by a fully empowered special committee ofánon-managementádirectors that are independent of CD&R, the CD&R Funds and their affiliates, subject to aánon-waivableácondition requiring the approval of the holders of a majority of the shares of Common Stock that are not owned by the CD&R Investors, execution of definitive agreements, the expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and completion of limited due diligence. A special committee of the Board of Directors of Cornerstone Building Brands, Inc. comprised of non-management directors that are independent of Clayton, Dubilier & Rice, LLC and their affiliates to consider the proposal and make a recommendation to the Board with respect to the transaction. The Board of Directors of Cornerstone Building has approved the proposed transaction. The determination to enter into this letter agreement has been made by a majority of the Independent Non-CD&R Investor Directors and the Chief Executive Officer of Cornerstone Building Brands, Inc. The special meeting of Cornerstone Building stockholders will be held on June 24, 2022, to approve the transaction. As of June 24, 2022, the shareholders of Cornerstone has approved the deal. The transaction is expected to close in the second or third quarter of 2022.
Paul S. Bird, Brett Novick, Ryan Rafferty, Jeffrey Ross, Sunil Savkar, Jeffrey Ross, Steve Slutzky, Benjamin Pedersen and Christopher Anthony of Debevoiseá& Plimpton LLP and David M. Klein, Lukas Richards, Kevin Mausert, Richard J. Campbell, Rohit A. Nafday, Mike Carew, Matthew Solum and Daniel Wolf of Kirkland & Ellis LLP acted as the legal advisors for CD&R Investors. Centerview Partners LLC acted as the financial advisor as well as fairness opinion provider with a service fee of $15 million and $5 million respectively for the special committee of Cornerstone Building Brands, Inc. Mark Gordon of Wachtell, Lipton, Rosen & Katz is serving as legal counsel to the Special Committee of Cornerstone Building Brands. Francis J. Aquila and Melissa Sawyer of Sullivan & Cromwell LLP is serving as legal counsel to Cornerstone Building Brands. UBS Investment Bank, Barclays, BNP Paribas Securities Corp., Goldman Sachs, Jefferies, Natixis, RBC Capital Markets, and Societe Generale are providing financial advisory services to CD&R. MacKenzie Partners, Inc. acted as information agent with a service fee of $30,000 to Cornerstone Building Brands. Computershare Trust Company, N.A served as transfer agent to Cornerstone Building. Simpson Thacher & Bartlett LLP acted as legal advisor to Centerview Partners LLC.
CD&R Friends & Family Fund VIII, L.P. and Clayton, Dubilier & Rice VIII, L.P., funds of Clayton, Dubilier & Rice, LLC and CD&R INVESTMENT ASSOCIATES X, LTD. (CD&R Investors) completed the acquisition of theáremaining 51.3% stake in Cornerstone Building Brands, Inc. (NYSE:CNR) from Golden Gate Capital and others in a going private transactionáon July 25, 2022. Pursuant to the terms of the agreement, Kathleen J. Affeldt, George L. Ball, Gary L. Forbes, John J. Holland, William E. Jackson, Wilbert W. James, Jr., Daniel Janki, John Krenicki, Jr., Rose Lee, Timothy OÆBrien, Judith Reinsdorf, Nathan K. Sleeper and Jonathan L. Zrebiec each resigned as members of the Board of Directors of Cornerstone. Immediately following the Effective Time, Rose Lee, Jeffrey S. Lee and Alena S. Brenner were appointed to the Board of Directors of the Surviving Corporation and Tyler Young and Jonathan L. Zrebiec resigned from the Board of Directors of the Surviving Corporation.