Exterior building products manufacturer Cornerstone Building Brands entered into a definitive agreement to be acquired by affiliates of Clayton, Dubilier & Rice (CD&R) 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% of Cornerstone’s outstanding shares of common stock.
The proposed transaction has been approved by a special committee of independent directors of the Cornerstone Building Brands board of directors previously formed to evaluate and consider any potential or actual proposal from CD&R.
“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,” Rose Lee, president and CEO of Cornerstone Building Brands, said in a news release. “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.”
The proposed transaction will result in Cornerstone Building Brands 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.
“We are pleased to have reached this agreement with CD&R, which delivers a significant and immediate cash premium to our shareholders,” George Ball, special committee chair, said. “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.
Cornerstone Building Brands was formed through the merger of NCI Building Systems and Ply Gem Building Products. The Cary, N.C.-based manufacturer makes and sells vinyl windows, vinyl siding, stone veneer, metal roofing, metal wall systems, and metal accessories.
CD&R is a private investment firm that has managed the investment of more than $40 billion in over 100 companies with an aggregate transaction value of approximately $175 billion.
