Current Report Filing (8-k)
September 11 2020 - 06:04AM
Edgar (US Regulatory)
0000883902
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0000883902
2020-09-10
2020-09-10
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xbrli:shares
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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): September 10, 2020
Cornerstone
Building Brands, Inc.
(Exact
name of Registrant as specified in its charter)
Delaware
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1-14315
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76-0127701
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5020 Weston Parkway Suite 400 Cary,
NC
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27513
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(Address of principal executive offices)
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(Zip Code)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock $.01
par value per share
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CNR
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New York Stock Exchange
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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. ¨
On September 10, 2020, Cornerstone Building
Brands, Inc. (the “Company”) issued a press release announcing the pricing of $500.0 million aggregate principal
amount of its 6.125% Senior Notes due 2029 (the “Notes”). The Notes are being offered and sold in transactions
exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
A copy of the press release is filed herewith
as Exhibit 99.1 and is incorporated herein by reference.
This report does not constitute an offer
to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation
or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The Notes have not been registered
under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
SIGNATURES
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 hereunto duly authorized.
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CORNERSTONE BUILDING BRANDS, INC.
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By:
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/s/ Jeffrey S. Lee
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Jeffrey S. Lee
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Executive Vice President, Chief Financial Officer
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Date: September 10, 2020
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