0001562180-21-000609.txt : 20210129
0001562180-21-000609.hdr.sgml : 20210129
20210129090716
ACCESSION NUMBER: 0001562180-21-000609
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210129
FILED AS OF DATE: 20210129
DATE AS OF CHANGE: 20210129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Underhill James F
CENTRAL INDEX KEY: 0001546227
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38009
FILM NUMBER: 21568382
MAIL ADDRESS:
STREET 1: MRC GLOBAL INC.
STREET 2: 2 HOUSTON CENTER, 909 FANNIN, SUITE 3100
CITY: HOUSTON
STATE: TX
ZIP: 77010
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Foundation Building Materials, Inc.
CENTRAL INDEX KEY: 0001688941
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030]
IRS NUMBER: 814259606
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2520 RED HILL AVE.
CITY: SANTA ANA
STATE: CA
ZIP: 92705
BUSINESS PHONE: (657) 900-3157
MAIL ADDRESS:
STREET 1: 2520 RED HILL AVE.
CITY: SANTA ANA
STATE: CA
ZIP: 92705
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0306
4
2021-01-29
true
0001688941
Foundation Building Materials, Inc.
FBM
0001546227
Underhill James F
2520 RED HILL AVE.
SANTA ANA
CA
92705
true
false
false
false
Common Stock
2021-01-29
4
D
false
13743.00
19.25
D
0.00
D
Restricted Stock Unit
2021-01-29
4
D
false
5232.00
D
Common Stock
5232.00
0.00
D
Pursuant to the Agreement and Plan of Merger, dated as of November 14, 2020 (the "Merger Agreement") by and among the Company, ASP Flag Intermediate Holdings, Inc., a Delaware corporation ("Parent") and ASP Flag Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on January 29, 2021, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $19.25 per share in cash, without interest and less any applicable tax withholdings.
Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share.
Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $19.25 in cash.
/s/ Richard Tilley, Attorney-in-Fact
2021-01-29