0000899243-21-005087.txt : 20210205
0000899243-21-005087.hdr.sgml : 20210205
20210205172855
ACCESSION NUMBER: 0000899243-21-005087
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210203
FILED AS OF DATE: 20210205
DATE AS OF CHANGE: 20210205
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GGC Opportunity Fund Management GP, Ltd.
CENTRAL INDEX KEY: 0001492387
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14315
FILM NUMBER: 21597467
BUSINESS ADDRESS:
STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC.
STREET 2: 1 EMBARCADERO CENTER
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: 415-983-2700
MAIL ADDRESS:
STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC.
STREET 2: 1 EMBARCADERO CENTER
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GGCOF EXECUTIVE CO-INVEST, L.P.
CENTRAL INDEX KEY: 0001541295
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14315
FILM NUMBER: 21597468
BUSINESS ADDRESS:
STREET 1: ONE EMBARCADERO CENTER, 39TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: 415-983-2700
MAIL ADDRESS:
STREET 1: ONE EMBARCADERO CENTER, 39TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GGCOF IRA CO-INVEST, L.P.
CENTRAL INDEX KEY: 0001541296
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14315
FILM NUMBER: 21597469
BUSINESS ADDRESS:
STREET 1: ONE EMBARCADERO CENTER, 39TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
BUSINESS PHONE: 415-983-2700
MAIL ADDRESS:
STREET 1: ONE EMBARCADERO CENTER, 39TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94111
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cornerstone Building Brands, Inc.
CENTRAL INDEX KEY: 0000883902
STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448]
IRS NUMBER: 760127701
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5020 WESTON PARKWAY
STREET 2: SUITE 400
CITY: CARY
STATE: NC
ZIP: 27513
BUSINESS PHONE: (888) 975-9436
MAIL ADDRESS:
STREET 1: 5020 WESTON PARKWAY
STREET 2: SUITE 400
CITY: CARY
STATE: NC
ZIP: 27513
FORMER COMPANY:
FORMER CONFORMED NAME: NCI BUILDING SYSTEMS INC
DATE OF NAME CHANGE: 19930328
FORMER COMPANY:
FORMER CONFORMED NAME: NATIONAL COMPONENTS INCORPORATED
DATE OF NAME CHANGE: 19600201
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-02-03
0
0000883902
Cornerstone Building Brands, Inc.
CNR
0001492387
GGC Opportunity Fund Management GP, Ltd.
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO
CA
94111
0
0
1
0
0001541295
GGCOF EXECUTIVE CO-INVEST, L.P.
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO
CA
94111
0
0
1
0
0001541296
GGCOF IRA CO-INVEST, L.P.
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO
CA
94111
0
0
1
0
Common Stock, $0.01 par value
2021-02-03
4
S
0
4233615
10.63
D
12441252.41
I
See note
Common Stock, $0.01 par value
2021-02-03
4
S
0
16385
10.63
D
48150.31
I
See note
Common Stock, $0.01 par value
2241786.43
I
See notes
Shares are directly held by Atrium Intermediate Holdings, LLC ("Atrium Intermediate"). Atrium Window Holdings, LLC ("Atrium Holdings") and Atrium Window Parent, LLC ("Atrium Parent") are the members of Atrium Intermediate. Atrium Parent is the controlling unitholder of Atrium Holdings. GGC Atrium Window Holdings, LLC ("GGC Atrium') is the controlling unitholder of Atrium Parent. GGC BP Holdings, LLC ("GGC BP") is the controlling unitholder of GGC Atrium. The Funds collectively hold all of the equity interests of GGC BP. Each of Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein.
Shares are directly held by GGC BP. Each of the Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein.
Shares are directly held by AIC Finance Partnership, L.P. ("AIC"). Each of Golden Gate Capital Opportunity Fund, L.P. ("GGCOF"), Golden Gate Capital Opportunity Fund-A, L.P. ("GGCOF-A"), GGCOF Co-Invest, L.P. ("GGCOF Co-Invest"), GGCOF Co-Invest IRA, L.P. ("IRA Co-Invest") and GGCOF Executive Co-Invest, L.P. ("Executive Co-Invest" and, together with GGCOF, GGCOF-A, GGCOF Co-Invest and IRA Co-Invest, the "Funds") have an indirect pecuniary interest in AIC. GGCOF Co-Invest Management, L.P. ("GGCOF Third Party Co-Invest") is the general partner of each of GGCOF Co-Invest, IRA Co-Invest and Executive Co-Invest. GGC Opportunity Fund Management, L.P. ("Management GP") is the general partner of each of GGCOF, GGCOF-A and GGCOF Third Party Co-Invest, and GGC Opportunity Fund Management GP, Ltd.
(Continued from Footnote 3) ("Ultimate GP") is the general partner of Management GP. Ultimate GP is governed by its board of directors. Each of the Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein.
On July 17, 2018, Cornerstone Building Brands, Inc. (formerly known as NCI Building Systems, Inc.) (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ply Gem Parent, LLC a Delaware limited liability company ("Ply Gem"), and for certain limited purposes set forth in the Merger Agreement, Clayton, Dubilier & Rice, LLC, a Delaware limited liability company. Pursuant to the terms of the Merger Agreement, at the closing of the merger, Ply Gem was merged with and into the Issuer with the Issuer continuing its existence as a corporation organized under the laws of the State of Delaware (the "Merger").
(Continued from Footnote 5) As consideration to the holders ("Holders") of Ply Gem's LLC interests (the "LLC Interests") as of immediately prior to the closing of the Merger, at the closing of the Merger, the LLC Interests were converted into the right of the Holders to receive, in the aggregate with respect to all such interests, 58,709,067 shares of Common Stock (collectively, the "Aggregate Merger Consideration"), with each Holder being entitled to receive its pro rata share of the Aggregate Merger Consideration (the "Stock Issuance"). Each of Atrium Intermediate and GGC BP were Holders prior to the Merger. Pursuant to the terms of the Merger Agreement, following a Special Meeting of the Issuer's shareholders held on November 15, 2018, the Issuer's shareholders approved (i) the Merger Agreement and (ii) and the Stock Issuance. The Merger was consummated on November 16, 2018.
Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed by the Reporting Persons on November 23, 2018).
Form 2 of 2
GGC Opportunity Fund Management GP, Ltd., By: /s/ Stephen D. Oetgen, attorney-in-fact for David Dominik, a Director
2021-02-05
GGC Atrium Window Holdings, LLC, By: /s/ Stephen D. Oetgen, attorney-in-fact for David Thomas, a Manager
2021-02-05
GGC BP Holdings, LLC, By: /s/ Stephen D. Oetgen, attorney-in-fact for David Thomas, a Manager
2021-02-05