8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 8-K

________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2024

 

Cornerstone Building Brands, Inc.

(Exact name of registrant as specified in its charter)

________________

Delaware	1-14315	76-0127701
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

5020 Weston Parkway	Suite 400	Cary	NC	27513
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (866) 419-0042

________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. £

Item 8.01. Other Events

On April 23, 2024, Cornerstone Building Brands, Inc. (the “Company”) issued a press release announcing that it had completed the acquisition of Harvey Building Products Corp., a manufacturer of high-performing windows and doors.

A copy of the Company’s press release announcing the transaction is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Cornerstone Building Brands, Inc., dated April 23, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

CORNERSTONE BUILDING BRANDS, INC.
By:	/s/ Alena S. Brenner
	Name: Alena S. Brenner
	Title: Executive Vice President, General Counsel and Corporate Secretary

Date: April 23, 2024

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Cornerstone Building Brands Completes Acquisition of Harvey Building Products;

Broadens Exposure to Repair-and-Remodel End Market

CARY, N.C., April 23, 2024– Cornerstone Building Brands, Inc. ("Cornerstone Building Brands"), one of the largest manufacturers of exterior building products in North America, has completed itspreviously announced acquisition of Harvey Building Products Corp. (“Harvey”) and its portfolio of industry-leading brands: Harvey®, SoftLite® and Thermo-Tech®. This strategic acquisition increases Cornerstone Buildings Brands’ exposure to the Repair and Remodel (“R&R”) end market and strengthens its offering in distribution and dealer channels.

Moelis & Company LLC served as the exclusive financial advisor and Debevoise & Plimpton LLP served as legal counsel to Cornerstone Building Brands.

About Cornerstone Building Brands

Cornerstone Building Brands is a leading manufacturer of exterior building products for residential and low-rise non-residential buildings in North America. Headquartered in Cary, N.C., we serve residential and commercial customers across the new construction and Repair and Remodel markets. Our market-leading portfolio of products spans vinyl windows, vinyl siding, stone veneer, metal roofing, metal wall systems and metal accessories. Cornerstone Building Brands’ broad, multi-channel distribution platform and expansive national footprint includes approximately 18,000 employees at manufacturing, distribution and office locations throughout North America. Corporate stewardship and Environmental, Social and Governance responsibility are embedded in our culture. We are committed to contributing positively to the communities where we live, work and play. For more information, visit us at cornerstonebuildingbrands.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements and information in this communication may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “anticipate," “guidance,” “plan,” “potential,” “expect,” “should,” “will,” “forecast,” “target” and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current expectations, assumptions and/or beliefs concerning future events. As a result, these forward-looking statements rely on a number of assumptions, forecasts and estimates, and therefore, these forward-looking statements are subject to a number of risks and uncertainties that may cause Cornerstone Building Brands’ actual performance to differ materially from that projected in such statements. Among the factors that could cause actual results to differ materially include, but are not limited to: our ability to maintain relationships with customers, suppliers and other business partners; the effect of the transaction on our operating results and business; our ability to implement plans, achieve forecasts and

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5020 Weston Parkway | Suite 400 | Cary, NC 27513 | 888.975.9436 | CornerstoneBuildingBrands.com

meet other expectations with respect to the combined business and realize expected synergies; unexpected costs, charges and expenses; our ability to successfully integrate Harvey’s operations; difficulties in retaining and hiring key personnel and employees due to the transaction and business combination; and the diversion of management time on integration. In addition to these factors, we encourage you to review the “Risk Factors” set forth in the our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other filings with the U.S. Securities Exchange Commission, which identify important factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking statements set forth in this communication. Cornerstone Building Brands expressly disclaims any obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.

Corporate Development:

Will Price, Vice President, Corporate Development & Integration

response@cornerstone-bb.com

Investor Relations:

Mohsin Syed, Vice President, Corporate Finance & Investor Relations

response@cornerstone-bb.com

Media Relations:

Gia Oei, Vice President, Corporate Communications & Culture

response@cornerstone-bb.com

Source: Cornerstone Building Brands, Inc.

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5020 Weston Parkway | Suite 400 | Cary, NC 27513 | 888.975.9436 | CornerstoneBuildingBrands.com

XML

Cover	Apr. 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 22, 2024
Entity Registrant Name	Cornerstone Building Brands, Inc.
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Entity Incorporation, State or Country Code	DE
Entity File Number	1-14315
Entity Tax Identification Number	76-0127701
Entity Address, Address Line One	5020 Weston Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Cary
Entity Address, State or Province	NC
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Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false