UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Cornerstone Building Brands, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
628852204
(CUSIP Number)
CD&R Pisces Holdings, L.P.
c/o Clayton, Dubilier & Rice, LLC
Attention: Rima Simson
375 Park Ave, New York NY 10152
(212) 407-5227
Copy to:
Richard J. Campbell, P.C.
Daniel Wolf, P.C.
David M. Klein, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 26, 2022
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 628852204
| 1 | NAMES OF REPORTING PERSONS
CD&R Pisces Holdings, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)☐ or 2(e)☐
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
61,930,692 (1)(2) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
61,930,692 (1)(2) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,930,692 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | CD&R Pisces Holdings, L.P. (“CD&R Holdings”) holds 61,930,692 shares of common stock, par value $0.01 per share (“Common Stock”), of Cornerstone Building Brands, Inc., a Delaware corporation (the “Issuer”). CD&R Holdings’ voting percentage is 48.6%, calculated based on 127,354,001 shares of Common Stock outstanding as of Aril 26, 2022, as disclosed in the Issuer’s Form 10-Q filed on May 3, 2022. |
| (2) | CD&R Holdings may be deemed to be part of a group with other entities that are part of the CD&R Investor Group (as defined in the New Stockholders Agreement), as described in Items 4 and 6 of this Statement, but CD&R Holdings disclaims beneficial ownership of the Common Stock held by such persons. |
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CUSIP No. 628852204
| 1 | NAMES OF REPORTING PERSONS
CD&R INVESTMENT ASSOCIATES X, LTD. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☒ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)☐ or 2(e)☐
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
61,930,692 (1)(2) | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
61,930,692 (1)(2) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,930,692 (1) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6% | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | CD&R Pisces Holdings, L.P. (“CD&R Holdings”) holds 61,930,692 shares of common stock, par value $0.01 per share (“Common Stock”), of Cornerstone Building Brands, Inc., a Delaware corporation (the “Issuer”). CD&R Holdings’ voting percentage is 48.6%, calculated based on 127,354,001 shares of Common Stock outstanding as of Aril 26, 2022, as disclosed in the Issuer’s Form 10-Q filed on May 3, 2022. |
| (2) | CD&R Holdings may be deemed to be part of a group with other entities that are part of the CD&R Investor Group (as defined in the New Stockholders Agreement), as described in Items 4 and 6 of this Statement, but CD&R Holdings disclaims beneficial ownership of the Common Stock held by such persons. |
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Explanatory Note
This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D previously filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Reporting Persons on March 25, 2022 (the “Existing Schedule”) related to the Common Stock of the Issuer. Information reported and defined terms used in the Existing Schedule, as amended to the date hereof (this “Statement” or “Schedule 13D”), remain in effect except to the extent that they are amended or superseded by information or defined terms contained in this Amendment. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 4. Purpose of Transaction.
Item 4 of this Statement is hereby supplemented to include the following information:
On July 25, 2022, certain affiliates of the Reporting Persons consummated the transactions contemplated by that Agreement and Plan of Merger, dated as of March 25, 2022 (the “Merger Agreement”), by and among the Issuer, Camelot Return Intermediate Holdings, LLC (“Parent”), Camelot Return Merger Sub, Inc. (“Merger Sub”) and the Issuer. Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, Merger Sub will merge with and into the Issuer (the “Merger”), with the Issuer surviving the Merger. Immediately prior to the consummation of the Merger, the Reporting Persons purchased all shares of Common Shares owned by Clayton, Dubilier & Rice Fund VIII, L.P. and CD&R Friends & Family Fund VIII, L.P. at a price per share of $24.65 in cash.
Following the consummation of the Merger, the Issuer notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed, and requested that the NYSE suspend trading of the Common Stock on the NYSE prior to the opening of trading on July 25, 2022. The Company also requested that the NYSE file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Common Stock from the NYSE and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, shares of the Common Stock will no longer be listed on the NYSE. In addition, the Issuer intends to file a certification on Form 15 with the SEC requesting the termination of registration of all shares of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Issuer’s reporting obligations under Section 13 of the Exchange Act with respect to all shares of Common Stock.
Item 5. Interest in Securities of the Issuer
(a)-(c) Item 5 of this Statement is hereby supplemented to incorporate by reference the information set forth in Item 4 above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of this Statement is hereby supplemented to incorporate by reference the information set forth in Item 4 above.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 26, 2022
| CD&R PISCES HOLDINGS, L.P. | ||
| By: | CD&R Investment Associates X, Ltd., | |
| its general partner | ||
| By: | /s/ Rima Simson | |
| Name:Rima Simson | ||
| Title:Vice President, Treasurer and Secretary | ||
| CD&R INVESTMENT ASSOCIATES X, LTD. | ||
| By: | /s/ Rima Simson | |
| Name:Rima Simson | ||
| Title:Vice President, Treasurer and Secretary | ||
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