SecProbe.io

United States securities and exchange commission logo
May 20, 2022
Mark Gordon
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY
10019
Re:Cornerstone Building Brands, Inc.
Amended Schedule 13E-3 filed by Cornerstone Building Brands, Inc. et al.
Filed May 10, 2022
File No. 005-43166color:white;"_
Revised Preliminary Proxy Statement on Schedule 14A
Filed May 10, 2022
File No. 001-14315
Dear Mr. Gordon:
            We have reviewed your filing and have the following comment.
Amended Schedule 13E-3
General
1.We have reviewed the arguments submitted in response to prior comment 2 in support of
CD&R’s belief it has complied with its obligations under Regulation 13D-G with respect
to its holdings in, and plans with respect to, Cornerstone Building Brands and its
securities. Based on the facts and public disclosures, we do not agree with your analysis
but will not issue further comments. Be advised that amendments to Schedule 13D are
regulated under Section 13(d)(2) and corresponding Rule 13d-2(a). Consequently, generic
disclosure reserving the right to engage in any of the kinds of transactions identified in
Item 4(a)-(j) of Schedule 13D must be amended to the extent the facts previously reported
have materially changed. See Exchange Act Sections 13(d) and 13(g) and Regulation
13D-G Beneficial Ownership Reporting Compliance and Disclosure Interpretations at
Question 110.06. We note again that:

•in “the summer of 2019” CD&R communicated to “George L. Ball, an independent
director who had served as chairman of the special committee of independent
directors formed in 2018 to evaluate the Ply Gem Transaction, CD&R’s potential
interest in exploring a transaction in which CD&R would acquire all of the

 FirstName LastNameMark Gordon
 Comapany Name51 West 52nd Street
 May 20, 2022 Page 2
 FirstName LastName
Mark Gordon
51 West 52nd Street
May 20, 2022
Page 2
outstanding shares of Company common stock not then-owned by the CD&R
Stockholders” (emphasis added);
•on September 16, 2021 CD&R again expressed its interest in exploring a similar
transaction;
•between September and November 2021, the company’s board of directors and
management took various actions in response to CD&R’s communications, including
establishing a special committee, and allowing Cornerstone management to provide a
briefing to CD&R relating to the company’s financial update and operating, financial
and strategic plans and sharing two sets of projections;
•on November 12 and 22, 2021, CD&R provided and increased, respectively, a
quantified indicative value to Cornerstone;
•on November 12, 2021, CD&R asked for (and, on November 15, 2021 received)
permission from Cornerstone to contact financial sources for the transaction; and,
•until February 14, 2022, CD&R and Cornerstone took several more actions that,
together with the events referenced above, indicated that CD&R had materially
changed its position with respect to its investment in Cornerstone.

We believe that the events described above show that CD&R’s then-existing boilerplate
disclosure in Item 4 of its Schedule 13D, relating to its intentions with respect to the
shares it owned in Cornerstone, had undergone a material change and that an amendment
to the CD&R Schedule 13D was required.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Daniel Duchovny at 202-551-3619.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions