UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. )*
Foundation Building Materials, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
350392 106
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 350392 106 | 13G | Page 1 of 7 |
| 1. | NAMES OF REPORTING PERSONS
LSF9 Cypress Parent 2 LLC, a Delaware limited liability company | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
28,054,239 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
28,054,239 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,054,239 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
65.4%1 | |||||
| 12. | TYPE OF REPORTING PERSON
OO | |||||
| 1 | Based upon 42,865,407 shares of common stock, par value $0.001 per share (“Common Stock”), of Foundation Building Materials, Inc. (the “Issuer”), outstanding as of November 3, 2017, as reported in the Issuer’s Quarterly Report on Form 10-Q for quarter ended September 30, 2017 and filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2017 (the “2017 Q3 10-Q”). |
| CUSIP No. 350392 106 | 13G | Page 2 of 7 |
| 1. | NAMES OF REPORTING PERSONS
John P. Grayken | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Ireland | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
28,054,239 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
28,054,239 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,054,239 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
65.4%2 | |||||
| 12. | TYPE OF REPORTING PERSON
IN | |||||
| 2 | Based upon 42,865,407 shares of Common Stock outstanding as of November 3, 2017 as reported in the 2017 Q3 10-Q. |
| CUSIP No. 350392 106 | 13G | Page 3 of 7 |
| Item 1(a). | Name of Issuer:
Foundation Building Materials, Inc., a Delaware corporation (“Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
2741 Walnut Avenue, Suite 200, Tustin, CA 92780 | |
| Item 2(a). | Name of Person Filing:
This Schedule 13G is filed jointly by:
(1) LSF9 Cypress Parent 2 LLC (“Parent”)
(2) Mr. John P. Grayken | |
| Item 2(b). | Address of Principal Business Office or, if None, Residence:
(1) The principal business address of Parent is 2711 North Haskell Avenue, Suite 1700, Dallas, Texas 75204.
(2) The principal business address of Mr. John P. Grayken is 2711 North Haskell Avenue, Suite 1700, Dallas, Texas 75204. | |
| Item 2(c). | Citizenship:
(1) Parent is a Delaware limited liability company.
(2) Mr. John P. Grayken is an Irish citizen. | |
| Item 2(d). | Title of Class of Securities:
Common Stock, par value $0.001, of the Issuer (“Common Stock”) | |
| Item 2(e). | CUSIP Number:
350392 106 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F). | |
| (g) | A parent holding company or control person in accordance with § 240.13d- 1(b)(1)(ii)(G). | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| CUSIP No. 350392 106 | 13G | Page 4 of 7 |
| (j) | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | |
| (k) | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | |
| Not applicable. | ||
| Item 4. | Ownership. | |
| The 28,054,239 shares of Common Stock reported on this Schedule 13G are held directly by Parent. Mr. John P. Grayken controls and is the sole shareholder of Lone Star Management Co. IX, Ltd., a Bermuda limited company (“Management”), which controls and is the general partner of Lone Star Partners IX, L.P., a Bermuda exempted limited partnership (“Partners”), which controls and is the general partner of Lone Star Fund IX (U.S.), L.P., a Delaware limited partnership (“Fund”), which controls LSF9 GenPar, LLC, a Delaware limited liability company (“GenPar GP”), which controls and is the general partner of LSF9 Cypress LP, a Delaware limited partnership (“Cypress”), which owns Parent. For purposes of this Schedule 13G, the “Lone Star Entities” collectively refers to Parent, Cypress, GenPar GP, Fund, Partners and Management.
Mr. John P. Grayken, who in various capacities is related to the Lone Star Entities, including as sole shareholder of Management, may be deemed to share beneficial ownership of the Common Stock owned by Parent. | ||
| (a) Amount beneficially owned:
Parent is the beneficial owner of 28,054,239 shares of Common Stock; and
Mr. John P. Grayken is the beneficial owner of 28,054,239 shares of Common Stock.
(b) Percent of class:3
Parent is the beneficial owner of 65.4% of the outstanding shares of Common Stock; and
Mr. John P. Grayken is the beneficial owner of 65.4% of the outstanding shares of Common Stock.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Parent has the sole power to vote or to direct the vote over 0 shares of Common Stock; and
Mr. John P. Grayken has the sole power to vote or to direct the vote over 0 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
Parent has the shared power to vote or to direct the vote over 28,054,239 shares of Common Stock; and
Mr. John P. Grayken has the shared power to vote or to direct the vote over 28,054,239 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
Parent has the sole power to dispose or to direct the disposition of 0 shares of Common Stock; and
Mr. John P. Grayken has the sole power to dispose or to direct the disposition of 0 shares of Common Stock. | ||
3 Based upon 42,865,407 shares of Common Stock outstanding as of November 3, 2017 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and filed with the Securities and Exchange Commission November 7, 2017.
| CUSIP No. 350392 106 | 13G | Page 5 of 7 |
| (iv) Shared power to dispose or to direct the disposition of:
Parent has the shared power to dispose or to direct the disposition of 28,054,239 shares of Common Stock; and
Mr. John P. Grayken has the shared power to dispose or to direct the disposition of 28,054,239 shares of Common Stock. | ||
| Item 5. | Ownership of Five Percent or Less of a Class.
Not applicable. | |
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person.
The right to receive dividends in respect of, or the proceeds from the sale of, the 28,054,239 shares of Common Stock held of record by Parent is governed by the certificate of formation and limited liability company agreement of Parent. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group.
Not applicable. | |
| Item 9. | Notice of Dissolution of Group.
Not applicable. | |
| Item 10. | Certifications.
Not applicable. | |
| CUSIP No. 350392 106 | 13G | Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
LSF9 CYPRESS PARENT 2 LLC
| By: | /s/ Kyle Volluz |
February 13, 2018 | ||||
| Name: | Kyle Volluz | |||||
| Title: | President | |||||
| JOHN P. GRAYKEN | ||||||
| By: | /s/ William D. Young |
February 13, 2018 | ||||
| Name: | William D. Young | |||||
| Title: | Attorney-in-Fact for John P. Grayken | |||||
| CUSIP No. 350392 106 | 13G | Page 7 of 7 |
|
Exhibit No. |
Description | |
| 24.1 | Power-of-Attorney granted by John P. Grayken in favor of William D. Young, dated February 6, 2017. | |
| 99.1 | Joint Filing Agreement, dated February 13, 2018. | |
Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints William D. Young with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
| (1) | prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or any rule or regulation of the SEC; |
| (2) | execute for and on behalf of the undersigned, in the undersigned’s capacity as a beneficial owner of more than 10% of the capital stock of Foundation Building Materials, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Exchange Act and the rules thereunder and Schedules 13D and 13G in accordance with Section 13 of the Exchange Act and the rules thereunder; |
| (3) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedules 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and |
| (4) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 6th day of February, 2017.
| /s/ John P. Grayken |
| Signature |
| John P. Grayken |
| Print Name |
Exhibit 99.1
Joint Filing Agreement
The undersigned acknowledge and agree that the Schedule 13G with respect to beneficial ownership by the undersigned of shares of common stock, $0.001 par value, of Foundation Building Materials, Inc. filed on or about the date hereof is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to such Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that such person or entity knows or has reason to believe that such information is inaccurate. This agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which counterparts taken together shall constitute one and the same instrument
| LSF9 CYPRESS PARENT 2 LLC | ||||
| By: | /s/ Kyle Volluz |
February 13, 2018 | ||
| Name: | Kyle Volluz | |||
| Title: | President | |||
JOHN P. GRAYKEN
| By: | /s/ William D. Young |
February 13, 2018 | ||
| Name: | William D. Young | |||
| Title: | Attorney-in-Fact for John P. Grayken |