SEC Form SC 13D/A filed

3/10/21 5:13:53 PM ET

Metal Fabrications

Capital Goods

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SC 13D/A 1 d113701dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Cornerstone Building Brands, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

628852204

(CUSIP Number)

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attn: Robert Goedert

(312) 862-2000

(Name, address and telephone number of person authorized to receive notices and communications)

March 8, 2021

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§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 §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, as amended (“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.		Name of reporting person Atrium Intermediate Holdings, LLC
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


Number of shares beneficially owned by each reporting person with				7.		Sole voting power 0
				8.		Shared voting power 7,460,528.41 (See Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,460,528.41 (See Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,460,528.41 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.96%*
14.		Type of reporting person OO

*	Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade (as defined herein) as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person Atrium Window Holdings, LLC
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


Number of shares beneficially owned by each reporting person with				7.		Sole voting power 0
				8.		Shared voting power 7,460,528.41 (See Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,460,528.41 (See Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,460,528.41 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.96%*
14.		Type of reporting person OO

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person Atrium Window Parent, LLC
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


Number of shares beneficially owned by each reporting person with				7.		Sole voting power 0
				8.		Shared voting power 7,460,528.41 (See Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,460,528.41 (See Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,460,528.41 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.96%*
14.		Type of reporting person OO

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person GGC Atrium Window Holdings, LLC
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


Number of shares beneficially owned by each reporting person with				7.		Sole voting power 0
				8.		Shared voting power 7,460,528.41 (See Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,460,528.41 (See Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,460,528.41 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.96%*
14.		Type of reporting person OO

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person GGC BP Holdings, LLC
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds OO
5.		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or place of organization Delaware


Number of shares beneficially owned by each reporting person with				7.		Sole voting power 0
				8.		Shared voting power 7,489,403 (See Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,489,403 (See Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,489,403 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.98%*
14.		Type of reporting person OO

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person Golden Gate Capital Opportunity Fund, L.P.
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds 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 7,489,403 (See Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,489,403 (See Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,489,403 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.98%*
14.		Type of reporting person PN

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person Golden Gate Capital Opportunity Fund-A, L.P.
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds 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 7,489,403 (see Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,489,403 (see Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,489,403 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.98%*
14.		Type of reporting person PN

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person GGCOF Co-Invest Management, L.P.
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds 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 7,489,403 (see Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,489,403 (see Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,489,403 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.98%*
14.		Type of reporting person PN

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person GGCOF Co-Invest, L.P.
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds 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 7,489,403 (see Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,489,403 (see Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,489,403 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.98%*
14.		Type of reporting person PN

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person GGC Opportunity Fund Management, L.P.
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds 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 7,489,403 (See Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,489,403 (See Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,489,403 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.98%*
14.		Type of reporting person PN

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person GGCOF Executive Co-Invest, L.P.
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds 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 7,489,403 (See Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,489,403 (See Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,489,403 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.98%*
14.		Type of reporting person PN

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person GGCOF IRA Co-Invest, L.P.
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds 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 7,489,403 (See Item 5)
				9.		Sole dispositive power 0
				10.		Shared dispositive power 7,489,403 (See Item 5)


11.		Aggregate amount beneficially owned by each reporting person 7,489,403 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.98%*
14.		Type of reporting person PN

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

CUSIP No. 628852204


1.		Name of reporting person GGC Opportunity Fund Management GP, Ltd.
2.		Check the appropriate box if a member of a group (a) ☐ (b) ☒
3.		SEC use only
4.		Source of funds 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 7,489,403 (See Item 5)
				8.		Shared voting power 0
				9.		Sole dispositive power 7,489,403 (See Item 5)
				10.		Shared dispositive power 0


11.		Aggregate amount beneficially owned by each reporting person 7,489,403 (See Item 5)
12.		Check if the aggregate amount in Row (11) excludes certain shares ☐
13.		Percent of class represented by amount in Row (11) 5.98%*
14.		Type of reporting person CO

* Based on 125,262,234 shares of common stock outstanding as of February 24, 2021, after giving effect to the Block Trade as described in Item 4 hereof.

Explanatory Note:

This Amendment No. 2 (this “Amendment 2”) amends and supplements the original statement on Schedule 13D filed on November 23, 2018 (the “Original Statement”), as amended on February 5, 2021 (“Amendment 1”), by Atrium Intermediate Holdings, LLC (“Atrium Intermediate”), Atrium Window Holdings, LLC (“Atrium Holdings”), Atrium Window Parent, LLC (“Atrium Parent”), GGC Atrium Window Holdings, LLC (“GGC Atrium”), GGC BP Holdings, LLC (“GGC BP”, and collectively with Atrium Holdings, Atrium Intermediate, Atrium Parent and GGC Atrium, the “Atrium Entities”), 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 Executive Co-Invest, L.P. (“Executive Co-Invest”), GGCOF IRA Co-Invest, L.P. (“IRA Co-Invest”), GGC Opportunity Fund Management, L.P. (“Fund GP”), GGCOF Co-Invest Management, L.P. (“Co-Invest GP”) and GGC Opportunity Fund Management GP, Ltd. (“Ultimate GP”) (collectively, the “Reporting Persons”). Except as specifically provided herein, this Amendment 2 does not modify any of the information previously reported in the Original Statement. Capitalized terms used but not defined in this Amendment 2 shall have the meanings set forth in the Original Statement.

Item 4. Purpose of Transaction.

Item 4 of Amendment 1 is hereby amended and supplemented by inserting the following at the end thereof:

On March 8, 2021, Atrium Intermediate Holdings, LLC sold 4,980,724 Common Stock and GGC BP Holdings, LLC sold 19,276 Common Stock pursuant to a block trade at a price of $13.15 per share (the “Block Trade”).

Item 5. Interest in Securities of the Issuer.

The disclosures provided in Item 5(a)-(c) of Amendment 1 are hereby amended and restated in their entirety as follows:

Item 4 of this Amendment 2 is incorporated by reference in its entirety into this Item 5.

(a) – (b) In the aggregate, the Reporting Persons beneficially own, as of March 8, 2021, 7,489,403 shares of Common Stock by virtue representing approximately 5.98% of the Issuer’s Common Stock outstanding based on 125,262,234 shares of Common Stock outstanding as of February 24, 2021, after giving effect to the Block Trade. Each of the Atrium Entities, the Funds, Fund GP and Co-Invest GP have shared dispositive power with each other with respect to the Common Stock.

As a result of the relationships described in Item 2 of the Original Statement, each of the Reporting Persons may be deemed to beneficially own the Common Stock of the Issuer. Neither the filing of the Original Statement, Amendment 1, this Amendment 2, nor any of their contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Item 4 above describes all transactions in the Common Stock that were effected by the Reporting Persons during the 60-day period prior to the date of this Amendment 2. Except for the transactions set forth in Item 4 above, either the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named in Item 2 of the Original Statement, has effected any other transactions in the Common Stock during such 60-day period.

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment 2 is true, complete and correct.

Dated: March 10, 2021


Golden Gate Capital Opportunity Fund, L.P.
Golden Gate Capital Opportunity Fund-A, L.P.

By:		GGC Opportunity Fund Management, L.P.
Its:		General Partner

By:		GGC Opportunity Fund Management GP, Ltd.
Its:		General Partner

By:		/s/ Stephen D. Oetgen
		David C. Dominik (Director) by Stephen D. Oetgen, attorney-in-fact

GGC Opportunity Fund Management, L.P.

By:		GGC Opportunity Fund Management GP, Ltd.
Its:		General Partner

By:		/s/ Stephen D. Oetgen
		David C. Dominik (Director) by Stephen D. Oetgen, attorney-in-fact

GGC Opportunity Fund Management GP, Ltd.

By:		/s/ Stephen D. Oetgen
		David C. Dominik (Director) by Stephen D. Oetgen, attorney-in-fact


GGCOF Co-Invest, L.P. GGCOF Executive Co-Invest, L.P. GGCOF IRA Co-Invest, L.P.

By:		GGCOF Co-Invest Management, L.P.
Its:		General Partner

By:		GGC Opportunity Fund Management, L.P.
Its:		General Partner

By:		GGC Opportunity Fund Management GP, Ltd.
Its:		General Partner

By:		/s/ Stephen D. Oetgen
		David C. Dominik (Director) by Stephen D. Oetgen, attorney-in-fact

GGCOF Co-Invest Management, L.P.

By:		GGC Opportunity Fund Management, L.P.
Its:		General Partner

By:		GGC Opportunity Fund Management GP, Ltd.
Its:		General Partner

By:		/s/ Stephen D. Oetgen
		David C. Dominik (Director) by Stephen D. Oetgen, attorney-in-fact

Atrium Window Holdings, LLC Atrium Intermediate Holdings, LLC Atrium Window Parent, LLC GGC Atrium Window Holdings, LLC GGC BP Holdings, LLC

By:		/s/ Stephen D. Oetgen
		David Thomas (Authorized Person) by Stephen D. Oetgen, attorney-in-fact

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Cornerstone Building Brands Reports Strong First-Quarter 2022 Results
Posted record first-quarter net sales of $1,567 million, growth of 23.7 percent from the same quarter last year Generated earnings of $0.79 per diluted common share; $0.66 adjusted net income per diluted common share Improved net operating cash flow to $190 million and net debt leverage to 3.3x Announced divestiture of coil coatings business for $500 million Cornerstone Building Brands, Inc. (NYSE:CNR) ("Cornerstone Building Brands" or the "Company"), the largest manufacturer of exterior building products in North America, today reported strong financial results for the first quarter of 2022. First-Quarter 2022 Financial Highlights Net sales for the first quarter were $1,566.8
5/3/22 4:16:00 PM ET
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Cornerstone Building Earnings Perspective: Return On Capital Employed
According to Benzinga Pro, during Q1, Cornerstone Building (NYSE:CNR) earned $102.28 million, a 168.8% increase from the preceding quarter. Cornerstone Building also posted a total of $1.57 billion in sales, a 6.48% increase since Q4. Cornerstone Building earned $38.05 million, and sales totaled $1.47 billion in Q4. What Is ROCE? Earnings data without context is not clear and can be difficult to base trading decisions on. Return on Capital Employed (ROCE) helps to filter signal from noise by measuring yearly pre-tax profit relative to capital employed by a business. Generally, a higher ROCE suggests successful growth of a company and is a sign of higher earnings per share in the future. In Q
7/27/22 11:28:59 AM ET
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Earnings Scheduled For July 26, 2022
Companies Reporting Before The Bell • General Motors (NYSE:GM) is likely to report quarterly earnings at $1.30 per share on revenue of $34.59 billion. • Pentair (NYSE:PNR) is projected to report quarterly earnings at $1.00 per share on revenue of $1.05 billion. • IVERIC bio (NASDAQ:ISEE) is expected to report earnings for its second quarter. • NexPoint Residential (NYSE:NXRT) is estimated to report quarterly loss at $0.24 per share on revenue of $63.85 million. • Old National Bancorp (NASDAQ:ONB) is likely to report quarterly earnings at $0.39 per share on revenue of $390.55 million. • Neogen (NASDAQ:NEOG) is expected to report quarterly earnings at $0.11 per share on revenue of $13
7/26/22 6:12:45 AM ET
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Benzinga's Top Ratings Upgrades, Downgrades For July 7, 2022
Upgrades For Pacific Premier Bancorp Inc (NASDAQ:PPBI), Raymond James upgraded the previous rating of Outperform to Strong Buy. In the first quarter, Pacific Premier Bancorp showed an EPS of $0.70, compared to $0.72 from the year-ago quarter. At the moment, the stock has a 52-week-high of $45.24 and a 52-week-low of $27.92. Pacific Premier Bancorp closed at $30.08 at the end of the last trading period. For Heritage Commerce Corp (NASDAQ:HTBK), Raymond James upgraded the previous rating of Outperform to Strong Buy. For the first quarter, Heritage Commerce had an EPS of $0.21, compared to year-ago quarter EPS of $0.19. The current stock performance of Heritage Commerce shows a 52-week-high
7/7/22 10:04:41 AM ET
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