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    SEC Form SC 13D/A filed by Cornerstone Building Brands Inc. (Amendment)

    2/14/22 8:00:55 AM ET
    $CNR
    Coal Mining
    Energy
    Get the next $CNR alert in real time by email
    SC 13D/A 1 d306900dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D/A

    Under the Securities Exchange Act of 1934

    (Amendment No. 15)

     

     

    Cornerstone Building Brands, Inc.

    (Name of Issuer)

    Common Stock, par value $0.01 per share

    (Title of Class of Securities)

    628852204

    (CUSIP Number)

    Clayton, Dubilier & Rice Fund VIII, 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)

    February 12, 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

     

      Clayton, Dubilier & Rice Fund VIII, 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

     

      22,744,823 (1)(2)

         9  

      SOLE DISPOSITIVE POWER

     

      0    

       10  

      SHARED DISPOSITIVE POWER

     

      22,744,823 (1)(2)

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      22,744,823 (1)

    12  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☒

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

      18.02%(1)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      PN

     

    (1)

    Clayton, Dubilier & Rice Fund VIII, L.P. (“Fund VIII”) holds 22,744,823 shares of common stock, par value $0.01 per share (“Common Stock”), of Cornerstone Building Brands, Inc., a Delaware corporation (the “Issuer”). Fund VIII’s voting percentage is 18.02%, calculated based on 126,218,902 shares of Common Stock outstanding as of November 2, 2021, as disclosed in the Issuer’s Form 10-Q filed on November 9, 2021.

    (2)

    Fund VIII 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 Fund VIII disclaims beneficial ownership of the Common Stock held by such persons.

     

    2


    CUSIP No. 628852204

     

      1    

      NAMES OF REPORTING PERSONS

     

      CD&R Friends & Family Fund VIII, 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

     

      56,940 (1)(2)

         9  

      SOLE DISPOSITIVE POWER

     

      0    

       10  

      SHARED DISPOSITIVE POWER

     

      56,940 (1)(2)

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      56,940 (1)

    12  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☒

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

      0.05% (1)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      PN

     

    (1)

    CD&R Friends & Family Fund VIII, L.P. (“F&F Fund VIII”) holds 56,940 shares of Common Stock of the Issuer. F&F Fund VIII’s voting percentage is 0.05%, calculated based on 126,218,902 shares of Common Stock outstanding as of November 2, 2021, as disclosed in the Issuer’s Form 10-Q filed on November 9, 2021.

    (2)

    F&F Fund VIII may be deemed to be part of a group with other entities that are part of the CD&R Investor Group, as described in Items 4 and 6 of this Statement, but F&F Fund VIII disclaims beneficial ownership of the Common Stock held by such persons.

     

    3


    CUSIP No. 628852204

     

      1    

      NAMES OF REPORTING PERSONS

     

      CD&R Associates VIII, 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

     

      22,801,763 (1)(2)

         9  

      SOLE DISPOSITIVE POWER

     

      0    

       10  

      SHARED DISPOSITIVE POWER

     

      22,801,763 (1)(2)

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      22,801,763 (1)

    12  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☒

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

      18.07% (1)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      IA; CO

     

    (1)

    CD&R Associates VIII, Ltd. may be deemed to beneficially own Common Stock of the Issuer because it is the general partner of Fund VIII and F&F Fund VIII (the “CD&R Funds”). The CD&R Funds hold 22,801,763 shares of Common Stock. The CD&R Funds’ voting percentage is 18.07%, calculated based on 126,218,902 shares of Common Stock outstanding as of November 2, 2021, as disclosed in the Issuer’s Form 10-Q filed on November 9, 2021.

    (2)

    CD&R Associates VIII, Ltd. may be deemed to be part of a group with other entities that are part of the CD&R Investor Group, as described in Items 4 and 6 of this Statement, but CD&R Associates VIII, Ltd. disclaims beneficial ownership of the Common Stock held by such persons.

     

    4


    CUSIP No. 628852204

     

      1    

      NAMES OF REPORTING PERSONS

     

      CD&R Associates VIII, 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

     

      22,801,763 (1)(2)

         9  

      SOLE DISPOSITIVE POWER

     

      0    

       10  

      SHARED DISPOSITIVE POWER

     

      22,801,763 (1)(2)

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      22,801,763 (1)

    12  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☒

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

      18.07% (1)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      PN

     

    (1)

    CD&R Associates VIII, L.P. may be deemed to beneficially own Common Stock of the Issuer because it is the sole shareholder of CD&R Associates VIII, Ltd., the general partner of the CD&R Funds. The CD&R Funds hold 22,801,763 shares of Common Stock. The CD&R Funds’ voting percentage is 18.07%, calculated based on 126,218,902 shares of Common Stock outstanding as of November 2, 2021, as disclosed in the Issuer’s Form 10-Q filed on November 9, 2021.

    (2)

    CD&R Associates VIII, L.P. may be deemed to be part of a group with other entities that are part of the CD&R Investor Group, as described in Items 4 and 6 of this Statement, but CD&R Associates VIII, L.P. disclaims beneficial ownership of the Common Stock held by such persons.

     

    5


    CUSIP No. 628852204

     

      1    

      NAMES OF REPORTING PERSONS

     

      CD&R Investment Associates VIII, 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

     

      22,801,763 (1)(2)

         9  

      SOLE DISPOSITIVE POWER

     

      0    

       10  

      SHARED DISPOSITIVE POWER

     

      22,801,763 (1)(2)

    11    

      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

      22,801,763 (1)

    12  

      CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

      ☒

    13  

      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

      18.07% (1)

    14  

      TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

      CO

     

    (1)

    CD&R Investment Associates VIII, Ltd. may be deemed to beneficially own Common Stock of the Issuer because it is the general partner of CD&R Associates VIII, L.P., which is the sole shareholder of CD&R Associates VIII, Ltd., the general partner of the CD&R Funds. The CD&R Funds hold 22,801,763 shares of Common Stock. The CD&R Funds’ voting percentage is 18.07%, calculated based on 126,218,902 shares of Common Stock outstanding as of November 2, 2021, as disclosed in the Issuer’s Form 10-Q filed on November 9, 2021.

    (2)

    CD&R Investment Associates VIII, Ltd. may be deemed to be part of a group with other entities that are part of the CD&R Investor Group, as described in Items 4 and 6 below, but CD&R Investment Associates VIII, Ltd. disclaims beneficial ownership of the Common Stock held by such persons.

     

    6


    Explanatory Note

    This Amendment No. 15 (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 November 20, 2018 (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.

    Item 3. Source and Amount of Funds or Other Consideration

    Item 3 of this Statement is hereby supplemented to include the following information:

    The Reporting Persons have not obtained any financing commitment or agreed to any financing terms regarding the transactions contemplated by the Proposal (as defined below). Any third party financing for the transactions contemplated by the Proposal remains subject to negotiation, and the Reporting Persons can provide no assurances that they will be able to negotiate definitive agreements or obtain financing on terms acceptable to them.

    Item 4. Purposes of the Transaction.

    Item 4 of this Statement is hereby supplemented to include the following information:

    The Proposal

    On February 13, 2022, the Sponsor determined to pursue a transaction to take the Issuer private and to submit a non-binding proposal with respect to such a transaction to a special committee of the board of directors of the Issuer (the “Board”) comprised of non-management directors that are independent of the Sponsor, the Reporting Persons and their affiliates (the “Special Committee”). On February 13, 2022, the Sponsor delivered to the Special Committee a letter setting forth a best and final non-binding proposal to acquire all of the outstanding shares of Common Stock of the Issuer that are not owned by affiliates of the Sponsor for cash consideration of $24.65 per share (the “Proposal”). Prior to the making of the Proposal, the Issuer granted the CD&R Investor Group a limited waiver (the “Limited Waiver”) of the standstill restrictions contained in the New Stockholders Agreement in order to permit the submission of the Proposal (as well as to permit the CD&R Investor Group to pursue, develop and, if later approved by the Board upon the recommendation of the Special Committee, enter into the transaction contemplated by the Proposal). A copy of the Proposal is filed herewith as Exhibit 99.1, and the information set forth in the Proposal is incorporated by reference herein. A copy of the Limited Waiver is filed herewith as Exhibit 99.2, and the information set forth in the Limited Waiver is incorporated by reference herein.

    The Sponsor indicated that it expects that the Special Committee will consider the Proposal and make a recommendation to the Board with respect to the transaction contemplated by the Proposal. The Sponsor also stated in the Proposal that, as stated at the outset of its exploratory discussions with the Special Committee and its advisors regarding a potential transaction, it would only be willing to consider a transaction that is expressly conditioned on the procedures described in Kahn v. M&F Worldwide Corp. and its progeny. Accordingly, any potential transaction would (among other things) have to be (1) approved by a fully empowered special committee of non-management directors that are independent of the Sponsor, the Reporting Persons and their affiliates and (2) subject to a non-waivable condition requiring the approval of the holders of a majority of the shares of Common Stock that are not owned by the Reporting Persons or their affiliates. The Proposal Letter provides that it does not create any legal obligations and that no such obligations will arise unless and until definitive transaction documentation with the Issuer has been executed and delivered. No binding obligation on the part of the Reporting Persons or any of their affiliates will arise with respect to the filing of this Statement.

     

    7


    While the Proposal remains under consideration by the Special Committee, the Reporting Persons and their affiliates expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Special Committee and its representatives. The Reporting Persons do not intend to update additional disclosures regarding the Proposal until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable U.S. securities laws.

    The Proposal may result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of this Statement, including, without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving the Issuer, delisting of the Common Stock from the New York Stock Exchange and other material changes in the Issuer’s business or corporate structure.

    No assurances can be given that a definitive agreement will be reached or that the transaction contemplated by the Proposal will be consummated. The Sponsor reserves the right to modify or withdraw the Proposal at any time. Subject to the restrictions set forth in the New Stockholders Agreement, as modified by the Limited Waiver, the Reporting Persons reserve the right to formulate other plans or make other proposals which could result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of this Statement, and to modify or withdraw any such plan or proposal at any time. Subject to the restrictions set forth in the New Stockholders Agreement, as modified by the Limited Waiver, if the transaction contemplated by the Proposal is not consummated, the Reporting Persons and their affiliates will continue to regularly review and assess their investment in the Issuer and, depending on market conditions and other factors, may determine, from time to time, to engage in any of the events set forth in clauses (a) through (j) of Item 4 of this Statement.

    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.

    Except as set forth in this Schedule 13D, none of the Reporting Persons have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

    7. Materials to be Filed as Exhibits.

    Item 7 of this Statement is hereby amended to add the following exhibit:

    Exhibit Description

     

    99.1    Letter, dated February 13, 2022, from the Sponsor to the Special Committee.
    99.2    Limited Waiver, dated February 12, 2022.

     

    8


    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: February 14, 2022

     

    CLAYTON, DUBILIER & RICE FUND VIII, L.P.
    By:   CD&R Associates VIII, Ltd.,
      its general partner
    By:  

    /s/ Rima Simson

      Name: Rima Simson
      Title: Vice President, Treasurer and Secretary
    CD&R FRIENDS & FAMILY FUND VIII, L.P.
    By:   CD&R Associates VIII, Ltd.,
      its general partner
    By:  

    /s/ Rima Simson

      Name: Rima Simson
      Title: Vice President, Treasurer and Secretary
    CD&R ASSOCIATES VIII, LTD.
    By:  

    /s/ Rima Simson

      Name: Rima Simson
      Title: Vice President, Treasurer and Secretary
    CD&R ASSOCIATES VIII, L.P.
    By:   CD&R Investment Associates VIII, Ltd.,
      its general partner
    By:  

    /s/ Rima Simson

      Name: Rima Simson
      Title: Vice President, Treasurer and Secretary
    CD&R INVESTMENT ASSOCIATES VIII, LTD.
    By:  

    /s/ Rima Simson

      Name: Rima Simson
      Title: Vice President, Treasurer and Secretary

     

    9

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      Returns $106.6 million to investors via share buybacks and quarterly dividend Increases merger-related synergies target by 10% at midpoint to between $125 and $150 million Makes excellent progress towards full resumption of operations at Leer South Executes well-timed capital market transactions establishing target capital structure while boosting liquidity, extending maturities, reducing interest rates, and increasing financial flexibility CANONSBURG, Pa., May 8, 2025 /PRNewswire/ -- Today, Core Natural Resources, Inc. (NYSE:CNR) ("Core" or the "company") reported a net loss of $69.3 million, or $1.38 per diluted share, in the first quarter of 2025, which included merger-related expenses of

      5/8/25 6:55:00 AM ET
      $CNR
      Coal Mining
      Energy
    • Core Natural Resources to Announce First Quarter 2025 Results on May 8

      CANONSBURG, Pa., April 24, 2025 /PRNewswire/ -- Core Natural Resources, Inc. (NYSE: CNR) will discuss its first quarter 2025 financial results in an investor conference call on Thursday, May 8, 2025 at 10:00 a.m. Eastern time. Interested participants may access the conference call by dialing 800-836-8184 approximately five to 10 minutes prior to the start time. For participants calling from an overseas location, please dial +1 646-357-8785. No passcode is needed. The call will also be webcast and will be accessible via the "investor" section of the Core website at http://inves

      4/24/25 7:00:00 AM ET
      $CNR
      Coal Mining
      Energy
    • Core Natural Resources Announces Completion of Highly Successful Refinancing Effort

      CANONSBURG, Pa., March 28, 2025 /PRNewswire/ -- Today, Core Natural Resources, Inc. (NYSE:CNR) ("Core") announced that it had completed a highly successful refinancing of tax-exempt bonds previously issued by CONSOL Energy, Inc. ("CONSOL") and Arch Resources, Inc. ("Arch"). CONSOL and Arch merged to form Core Natural Resources, Inc. in January 2025. As part of this refinancing effort, Core: Increased the total bond amount from $276 million to $307 millionEstablished a 10-year initial term for the now unsecured bonds, which mature in March 2035Improved flexibility relative to t

      3/28/25 7:00:00 AM ET
      $CNR
      Coal Mining
      Energy
    • Core Natural Resources Reports First Quarter 2025 Results

      Returns $106.6 million to investors via share buybacks and quarterly dividend Increases merger-related synergies target by 10% at midpoint to between $125 and $150 million Makes excellent progress towards full resumption of operations at Leer South Executes well-timed capital market transactions establishing target capital structure while boosting liquidity, extending maturities, reducing interest rates, and increasing financial flexibility CANONSBURG, Pa., May 8, 2025 /PRNewswire/ -- Today, Core Natural Resources, Inc. (NYSE:CNR) ("Core" or the "company") reported a net loss of $69.3 million, or $1.38 per diluted share, in the first quarter of 2025, which included merger-related expenses of

      5/8/25 6:55:00 AM ET
      $CNR
      Coal Mining
      Energy
    • Core Natural Resources to Announce First Quarter 2025 Results on May 8

      CANONSBURG, Pa., April 24, 2025 /PRNewswire/ -- Core Natural Resources, Inc. (NYSE: CNR) will discuss its first quarter 2025 financial results in an investor conference call on Thursday, May 8, 2025 at 10:00 a.m. Eastern time. Interested participants may access the conference call by dialing 800-836-8184 approximately five to 10 minutes prior to the start time. For participants calling from an overseas location, please dial +1 646-357-8785. No passcode is needed. The call will also be webcast and will be accessible via the "investor" section of the Core website at http://inves

      4/24/25 7:00:00 AM ET
      $CNR
      Coal Mining
      Energy
    • Core Natural Resources Announces Completion of Highly Successful Refinancing Effort

      CANONSBURG, Pa., March 28, 2025 /PRNewswire/ -- Today, Core Natural Resources, Inc. (NYSE:CNR) ("Core") announced that it had completed a highly successful refinancing of tax-exempt bonds previously issued by CONSOL Energy, Inc. ("CONSOL") and Arch Resources, Inc. ("Arch"). CONSOL and Arch merged to form Core Natural Resources, Inc. in January 2025. As part of this refinancing effort, Core: Increased the total bond amount from $276 million to $307 millionEstablished a 10-year initial term for the now unsecured bonds, which mature in March 2035Improved flexibility relative to t

      3/28/25 7:00:00 AM ET
      $CNR
      Coal Mining
      Energy
    • Jefferies initiated coverage on Core Natural Resources with a new price target

      Jefferies initiated coverage of Core Natural Resources with a rating of Hold and set a new price target of $93.00

      1/31/25 6:58:59 AM ET
      $CNR
      Coal Mining
      Energy
    • Cornerstone Building downgraded by DA Davidson with a new price target

      DA Davidson downgraded Cornerstone Building from Buy to Neutral and set a new price target of $24.65 from $23.00 previously

      2/15/22 7:03:06 AM ET
      $CNR
      Coal Mining
      Energy
    • Cornerstone Building Brands downgraded by Sidoti

      Sidoti downgraded Cornerstone Building Brands from Buy to Neutral

      2/14/22 2:03:45 PM ET
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    $CNR
    Insider Trading

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    • Director Koeppel Holly K sold $663,732 worth of shares (8,815 units at $75.30), decreasing direct ownership by 40% to 13,348 units (SEC Form 4)

      4 - Core Natural Resources, Inc. (0001710366) (Issuer)

      4/2/25 5:00:07 PM ET
      $CNR
      Coal Mining
      Energy
    • Chief Executive Officer Lang Paul A was granted 40,192 shares, increasing direct ownership by 14% to 333,562 units (SEC Form 4)

      4 - Core Natural Resources, Inc. (0001710366) (Issuer)

      2/20/25 6:14:12 PM ET
      $CNR
      Coal Mining
      Energy
    • President & CFO Thakkar Miteshkumar was granted 16,956 shares, increasing direct ownership by 45% to 54,956 units (SEC Form 4)

      4 - Core Natural Resources, Inc. (0001710366) (Issuer)

      2/20/25 6:09:17 PM ET
      $CNR
      Coal Mining
      Energy

    $CNR
    SEC Filings

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    • SEC Form 10-Q filed by Core Natural Resources Inc.

      10-Q - Core Natural Resources, Inc. (0001710366) (Filer)

      5/8/25 7:16:17 AM ET
      $CNR
      Coal Mining
      Energy
    • SEC Form 8-K filed by Core Natural Resources Inc.

      8-K - Core Natural Resources, Inc. (0001710366) (Filer)

      5/8/25 7:00:22 AM ET
      $CNR
      Coal Mining
      Energy
    • SEC Form 8-K filed by Core Natural Resources Inc.

      8-K - Core Natural Resources, Inc. (0001710366) (Filer)

      4/30/25 4:06:59 PM ET
      $CNR
      Coal Mining
      Energy

    $CNR
    Large Ownership Changes

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    • SEC Form SC 13D/A filed by Cornerstone Building Brands Inc. (Amendment)

      SC 13D/A - Cornerstone Building Brands, Inc. (0000883902) (Subject)

      7/26/22 6:05:02 AM ET
      $CNR
      Coal Mining
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    • SEC Form SC 13D/A filed by Cornerstone Building Brands Inc. (Amendment)

      SC 13D/A - Cornerstone Building Brands, Inc. (0000883902) (Subject)

      7/26/22 6:09:30 AM ET
      $CNR
      Coal Mining
      Energy
    • SEC Form SC 13D/A filed by Cornerstone Building Brands Inc. (Amendment)

      SC 13D/A - Cornerstone Building Brands, Inc. (0000883902) (Subject)

      3/8/22 6:31:00 AM ET
      $CNR
      Coal Mining
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