0000899243-21-005073.txt : 20210205 0000899243-21-005073.hdr.sgml : 20210205 20210205171732 ACCESSION NUMBER: 0000899243-21-005073 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210203 FILED AS OF DATE: 20210205 DATE AS OF CHANGE: 20210205 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GGC Opportunity Fund Management GP, Ltd. CENTRAL INDEX KEY: 0001492387 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 21597265 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATRIUM INTERMEDIATE HOLDINGS, LLC CENTRAL INDEX KEY: 0001759041 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 21597266 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATRIUM WINDOW HOLDINGS, LLC CENTRAL INDEX KEY: 0001759048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 21597267 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ATRIUM WINDOW PARENT, LLC CENTRAL INDEX KEY: 0001759064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 21597268 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GGC ATRIUM WINDOW HOLDINGS, LLC CENTRAL INDEX KEY: 0001759054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 21597269 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GGC BP HOLDINGS, LLC CENTRAL INDEX KEY: 0001759082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 21597270 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDEN GATE CAPITAL OPPORTUNITY FUND, L.P. CENTRAL INDEX KEY: 0001437622 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 21597271 BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 983-2700 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: GOLDEN GATE CAPITAL OPPORTUNITY FUND LP DATE OF NAME CHANGE: 20080613 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDEN GATE CAPITAL OPPORTUNITY FUND-A, L.P. CENTRAL INDEX KEY: 0001411087 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 21597272 BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER, 39TH FLOOR CITY: San Francisco STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 983-2700 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER, 39TH FLOOR CITY: San Francisco STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: Golden Gate Capital Opportunity Fund-A LP DATE OF NAME CHANGE: 20070829 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GGCOF Co-Invest Management, L.P. CENTRAL INDEX KEY: 0001492388 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 21597273 BUSINESS ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-983-2700 MAIL ADDRESS: STREET 1: C/O GOLDEN GATE PRIVATE EQUITY, INC. STREET 2: 1 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GGCOF CO-INVEST, L.P. CENTRAL INDEX KEY: 0001431072 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 21597274 BUSINESS ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415 983-2700 MAIL ADDRESS: STREET 1: ONE EMBARCADERO CENTER STREET 2: 39TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: GGCOF CO-INVEST LP DATE OF NAME CHANGE: 20080328 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cornerstone Building Brands, Inc. CENTRAL INDEX KEY: 0000883902 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 760127701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5020 WESTON PARKWAY STREET 2: SUITE 400 CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: (888) 975-9436 MAIL ADDRESS: STREET 1: 5020 WESTON PARKWAY STREET 2: SUITE 400 CITY: CARY STATE: NC ZIP: 27513 FORMER COMPANY: FORMER CONFORMED NAME: NCI BUILDING SYSTEMS INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL COMPONENTS INCORPORATED DATE OF NAME CHANGE: 19600201 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-02-03 0 0000883902 Cornerstone Building Brands, Inc. CNR 0001492387 GGC Opportunity Fund Management GP, Ltd. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001759041 ATRIUM INTERMEDIATE HOLDINGS, LLC C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001759048 ATRIUM WINDOW HOLDINGS, LLC C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001759064 ATRIUM WINDOW PARENT, LLC C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001759054 GGC ATRIUM WINDOW HOLDINGS, LLC C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001759082 GGC BP HOLDINGS, LLC C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001437622 GOLDEN GATE CAPITAL OPPORTUNITY FUND, L.P. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001411087 GOLDEN GATE CAPITAL OPPORTUNITY FUND-A, L.P. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001492388 GGCOF Co-Invest Management, L.P. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001431072 GGCOF CO-INVEST, L.P. C/O GOLDEN GATE PRIVATE EQUITY, INC. ONE EMBARCADERO CENTER, 39TH FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Common Stock, $0.01 par value 2021-02-03 4 S 0 4233615 10.63 D 12441252.41 I See note Common Stock, $0.01 par value 2021-02-03 4 S 0 16385 10.63 D 48150.31 I See note Common Stock, $0.01 par value 2241786.43 I See notes Shares are directly held by Atrium Intermediate Holdings, LLC ("Atrium Intermediate"). Atrium Window Holdings, LLC ("Atrium Holdings") and Atrium Window Parent, LLC ("Atrium Parent") are the members of Atrium Intermediate. Atrium Parent is the controlling unitholder of Atrium Holdings. GGC Atrium Window Holdings, LLC ("GGC Atrium') is the controlling unitholder of Atrium Parent. GGC BP Holdings, LLC ("GGC BP") is the controlling unitholder of GGC Atrium. The Funds collectively hold all of the equity interests of GGC BP. Each of Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein. Shares are directly held by GGC BP. Each of the Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein. Shares are directly held by AIC Finance Partnership, L.P. ("AIC"). Each of 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 Co-Invest IRA, L.P. ("IRA Co-Invest") and GGCOF Executive Co-Invest, L.P. ("Executive Co-Invest" and, together with GGCOF, GGCOF-A, GGCOF Co-Invest and IRA Co-Invest, the "Funds") have an indirect pecuniary interest in AIC. GGCOF Co-Invest Management, L.P. ("GGCOF Third Party Co-Invest") is the general partner of each of GGCOF Co-Invest, IRA Co-Invest and Executive Co-Invest. GGC Opportunity Fund Management, L.P. ("Management GP") is the general partner of each of GGCOF, GGCOF-A and GGCOF Third Party Co-Invest, and GGC Opportunity Fund Management GP, Ltd. (Continued from Footnote 3) ("Ultimate GP") is the general partner of Management GP. Ultimate GP is governed by its board of directors. Each of the Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein. On July 17, 2018, Cornerstone Building Brands, Inc. (formerly known as NCI Building Systems, Inc.) (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ply Gem Parent, LLC a Delaware limited liability company ("Ply Gem"), and for certain limited purposes set forth in the Merger Agreement, Clayton, Dubilier & Rice, LLC, a Delaware limited liability company. Pursuant to the terms of the Merger Agreement, at the closing of the merger, Ply Gem was merged with and into the Issuer with the Issuer continuing its existence as a corporation organized under the laws of the State of Delaware (the "Merger"). (Continued from Footnote 5) As consideration to the holders ("Holders") of Ply Gem's LLC interests (the "LLC Interests") as of immediately prior to the closing of the Merger, at the closing of the Merger, the LLC Interests were converted into the right of the Holders to receive, in the aggregate with respect to all such interests, 58,709,067 shares of Common Stock (collectively, the "Aggregate Merger Consideration"), with each Holder being entitled to receive its pro rata share of the Aggregate Merger Consideration (the "Stock Issuance"). Each of Atrium Intermediate and GGC BP were Holders prior to the Merger. Pursuant to the terms of the Merger Agreement, following a Special Meeting of the Issuer's shareholders held on November 15, 2018, the Issuer's shareholders approved (i) the Merger Agreement and (ii) and the Stock Issuance. The Merger was consummated on November 16, 2018. Exhibit 24 - Power of Attorney (incorporated by reference to Exhibit 24 to the Form 3 filed by the Reporting Persons on November 23, 2018). Form 1 of 2 GGC Opportunity Fund Management GP, Ltd., By: /s/ Stephen D. Oetgen, attorney-in-fact for David Dominik, a Director 2021-02-05 Golden Gate Capital Opportunity Fund, L.P., By: /s/ Stephen D. Oetgen, attorney-in-fact for David Dominik, a Director 2021-02-05 Golden Gate Capital Opportunity Fund-A, L.P., By: /s/ Stephen D. Oetgen, attorney-in-fact for David Dominik, a Director 2021-02-05 GGCOF Co-Invest Management, L.P., By: /s/ Stephen D. Oetgen, attorney-in-fact for David Dominik, a Director 2021-02-05 GGCOF Co-Invest, L.P., By: /s/ Stephen D. Oetgen, attorney-in-fact for David Dominik, a Director 2021-02-05 Atrium Intermediate Holdings, LLC, By: /s/ Stephen D. Oetgen, attorney-in-fact for David Thomas, a Manager 2021-02-05 Atrium Window Holdings, LLC, By: /s/ Stephen D. Oetgen, attorney-in-fact for David Thomas, a Manager 2021-02-05 Atrium Window Parent, LLC, By: /s/ Stephen D. Oetgen, attorney-in-fact for David Thomas, a Manager 2021-02-05 GGC Atrium Window Holdings, LLC, By: /s/ Stephen D. Oetgen, attorney-in-fact for David Thomas, a Manager 2021-02-05 GGC BP Holdings, LLC, By: /s/ Stephen D. Oetgen, attorney-in-fact for David Thomas, a Manager 2021-02-05