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[Wachtell, Lipton, Rosen & Katz Letterhead]

May 9, 2022

VIA EDGAR SUBMISSION

Daniel Duchovny

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, NE

Washington, D.C. 20549

 Re: Cornerstone Building Brands, Inc.

Schedule 13E-3 filed by Cornerstone Building
Brands, Inc., Camelot Return Merger Sub, Inc., and Camelot Return Intermediate Holdings, LLC

Filed April 7, 2022

File No. 005-43166

Preliminary Proxy Statement
on Schedule 14A

Filed April 7, 2022

File No. 001-14315

Mr. Duchovny:

On behalf of our client, Cornerstone Building Brands,
Inc. (the “Company”), we are providing the Company’s responses to the comments of the Staff of the Division of
Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
set forth in its letter, dated May 2, 2022, with respect to the above-referenced Rule 13e-3 Transaction Statement on Schedule 13E-3 (the
 “Schedule 13E-3”) and Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). The Company
is concurrently submitting to the Staff its Amendment No. 1 to the Schedule 13E-3 (“Schedule 13E-3 Amendment No. 1”)
and Amendment No. 1 to the Proxy Statement (“Proxy Statement Amendment No. 1”) via EDGAR.

For the Staff’s convenience, the text of
the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Terms not otherwise defined
in this letter shall have the meanings set forth in Proxy Statement Amendment No. 1. All references to page numbers in these responses
are to the pages of Schedule 13E-3 Amendment No. 1 or Proxy Statement Amendment No. 1, as applicable.

U.S. Securities and Exchange Commission

May 9, 2022

Page 2

Schedule 13E-3

General, page i

 1. Please include the CD&R Funds, CD&R Stockholders and the CD&R Entities (other than Parent and Merger Sub) as filing
persons in the Schedule 13E-3. Alternatively, provide us with a legal analysis in support of your apparent conclusion that such persons
should not be identified as additional filing persons. We note the CD&R Entities have disclosed a fairness determination elsewhere
in the proxy statement.

Response: In response to the Staff’s
comment, Schedule 13E-3 Amendment No. 1 has been revised to include additional CD&R Entities as filing persons.

 2. We note the disclosure in the Background of the Merger section referring to various events of interaction between the CD&R
entities and the company and that none of those events resulted in the filing of an amendment to the Schedule 13D filed by any of the
CD&R entities. Please advise us why the CD&R entities did not file an amendment to report a change in their plans for the company
shares in “the summer of 2019,” on September 16, 2021, on November 12 and 22, 2021 (the earlier instance coupled with an indication
that CD&R was interested in contacting financing sources) and continuing until February 14, 2022 in connection with its expressions
of interest in and negotiations for an acquisition of the company’s shares not already owned by CD&R.

Response: The following response has been provided to us for inclusion herein by counsel to CD&R.

In response to the Staff’s comment, CD&R respectfully submits
that the amendment of CD&R’s Schedule 13D on February 14, 2022 was timely made in accordance with Rule 13d-2(a). Prior
to February 14, 2022, CD&R had not formed – and indeed, could not have formed – a plan or proposal to proceed with
an acquisition of the Company, and accordingly, no material change occurred that would have required CD&R to amend the Schedule 13D
previously filed by CD&R. As noted throughout the Background of the Merger (and discussed below), all of the discussions between representatives
of CD&R and the Company prior to the submission of a proposal on February 13, 2022 were of an exploratory and preliminary nature,
and were designed to assess the potential viability of a transaction in light of the strict limitations on CD&R described below. Before CD&R could formulate an actionable plan, CD&R would first need a waiver from the Board of Directors of
the Company, as well as two separate internal approvals. As a result, CD&R had not formulated, and could not have formulated, a plan or proposal
to acquire the Company at the time of those exploratory discussions.

CD&R is party to a stockholders agreement1 with the
Company, dated as of November 16, 2018, which contains a standstill provision that, among other things, expressly prohibits CD&R
from making any offer or proposal to acquire the Company and from taking actions that would result in any public disclosure with respect
to a potential acquisition of the Company without the prior approval of a majority of directors that are unaffiliated with CD&R (which
consent could be withheld by such directors in their sole discretion). In particular, Section 3.3 of the stockholders agreement provides
(in relevant part) that CD&R cannot, (i) “offer or propose to acquire … in any manner (including by means of merger,
consolidation, reorganization, recapitalization or otherwise)” beneficial ownership of additional shares of the Company’s
stock or (ii) “make any public announcement, proposal or offer with respect to” a merger or other similar transaction
with respect to the Company.

1
             See Stockholders Agreement, dated as of November 16, 2018, by and among
the Company, Clayton, Dubilier & Rice Fund VIII, L.P., CD&R Friends & Family Fund VIII, L.P., CD&R Pisces Holdings,
L.P., Atrium Intermediate Holdings, LLC, GGC BP Holdings, LLC, and AIC Finance Partnership, L.P. The Stockholders Agreement is filed
as Exhibit 4.13 to the Company’s latest 10-K.

U.S. Securities and Exchange Commission

May 9, 2022

Page 3

Until a waiver of the relevant standstill provisions in the stockholders
agreement was obtained, the making of any offer or proposal relating to any potential acquisition of the Company by CD&R was impossible,
and as a result, no plans or proposals relating to such matters could have been formulated. In addition, the standstill provisions contain
an additional contractual legal prohibition on CD&R from taking any action that would require amendment of its Schedule 13D until
the applicable directors of the Company granted the required waiver, providing another limitation on CD&R formulating a plan or proposal
that would require such an amendment. As a result, CD&R was powerless to pursue any transaction involving the Company without the
Company’s prior consent and had no ability to know whether the Company would even allow CD&R to submit a proposal, much less
whether a transaction was probable (or even possible).

Disclosing the details of CD&R’s exploratory discussions
at an earlier time would have been materially misleading to investors in light of the significant uncertainty as to whether such exploratory
discussions with the Company regarding a potential acquisition transaction would lead to the Company allowing CD&R to submit a proposal
and, assuming the Company did permit CD&R to make such a proposal, whether any such proposal would be made, and even if a proposal
was made, whether it would result in a transaction. In addition, CD&R believes that premature disclosure that CD&R and the Company
were considering and evaluating the possibility of an acquisition transaction would have been materially misleading to investors by inappropriately
raising their expectation that such transaction was forthcoming. Courts have also cautioned Schedule 13D filers against “overstat[ing]
the definiteness of [their] plans.” Vladimir v. Bioenvision Inc., 606 F. Supp. 2d 473, 495 (S.D.N.Y. 2009) (quoting Elec.
Specialty Co. v. Int’l Controls Corp., 409 F.2d 937, 948 (2d Cir. 1969)); see also, e.g., Azurite Corp. v. Amster &
Co., 52 F.3d 15, 18 (2d Cir. 1995) (noting risk of overstating definiteness and holding that “tentative” or “inchoate”
plans need not be disclosed); Purolator, Inc. v. Tiger Int’l, Inc., 510 F. Supp. 554, 556 (D.D.C. 1981) (“Disclosure
of indefinite plans does not serve the purposes of 13(d) and, indeed, may actually mislead investors.”).

We note that the Staff’s comment notes that CD&R had expressed
interest in contacting financing sources on September 16, 2021. The request for those discussions, and the substance of the permitted
discussions, were similarly of an exploratory and preliminary nature. The sole purpose (and only permitted scope) of these preliminary
discussions was to obtain a better understanding of the feasibility of obtaining financing so that CD&R could make a more informed
submission to the applicable directors to allow them to consider whether or not they were prepared to grant the waiver of the standstill
restrictions. The determination of whether a transaction could potentially be viable was an important preliminary consideration for the
directors, particularly in light of the heightened market volatility during this period. These discussions were not intended to, nor did
they result in, CD&R procuring any financing commitments, and no such commitments were discussed or requested. In fact, the debt financing
for the transaction was ultimately obtained from 12 different institutions, and not until much later in the process (with the terms being
finalized on the day prior to the entry into the merger agreement).

In addition, CD&R needed to obtain two separate internal approvals
before exploratory discussions could be converted into an actionable plan by CD&R: (i) investment committee approval; and (ii) approval
from its limited partner advisory committee. At the time of the discussions identified in the Staff’s comment, CD&R had not
received either approval.

CD&R respectfully submits that its view regarding the propriety
of the timing of its Schedule 13D amendment is supported by case law addressing Schedule 13D disclosure obligations. Rule 13d-2(a) states
that once a Schedule 13D is filed, the schedule only needs to be amended “[i]f any material change occurs in the facts set forth
in the Schedule 13D.” The term “material” is not defined in Regulation 13D or elsewhere in the U.S. securities laws.
Based on relevant case law, including the U.S. Supreme Court decision in Basic Inc. v. Levinson, 485 U.S. 224 (1988), whether merger
discussions and negotiations are material, and therefore ripe for disclosure, requires an assessment of the probability that the transaction
will be completed and the magnitude of the potential transaction. In addition, in Azurite Corp. v. Amster & Co., 52 F.3d
15, 18 (2d Cir. 1995), the Second Circuit affirmed the lower court decision of then Judge Sotomayor in which she stated that §13(d) of
the Securities Exchange Act of 1934 does not require a party filing a Schedule 13D statement to disclose preliminary considerations or
exploratory work and that it only requires disclosure of definite plans.

For these reasons, CD&R did not form a plan or proposal, and its
exploratory discussions did not constitute a material change that would have obligated CD&R to amend its Schedule 13D prior to February 14,
2022, the first business day after CD&R obtained the limited waiver of its standstill restrictions. Until such waiver was obtained,
the transaction was not possible, let alone probable. Given the significant uncertainty as to whether such exploratory discussions with
the Company regarding a potential acquisition transaction would actually lead to any such transaction, disclosing the details of CD&R’s
exploratory discussions prior to February 14, 2022 would have been materially misleading to investors.

U.S. Securities and Exchange Commission

 May 9, 2022

 Page 4

Preliminary Proxy Statement

Summary Term Sheet, page 1

 3. Please shorten the summary term sheet and Q&A sections significantly while keeping only a description of the most material
terms of the proposed transaction and avoiding duplication of information. Refer to Item 1001 of Regulation M-A.

Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 1 through 14 of Proxy Statement Amendment No. 1.

Reasons for the Merger; Recommendation of the Board; Fairness
of the Merger, page 23

 4. We note that the Special Committee considered the analyses and conclusion underlying the Centerview opinion in making its fairness
determination. Note that if any filing person has based its fairness determination on the analysis of factors undertaken by others, such
person must expressly adopt this analysis as their own in order to satisfy the disclosure obligation under Item 8 of Schedule 13E-3 and
corresponding Item 1014(b) of Regulation M-A. See Question 20 of Exchange Act Release No. 34-17719 (April 13, 1981). Please revise to
state, if true, that the board, on behalf of Cornerstone Building Brands, Inc., ultimately adopted the Centerview analyses and opinion
as their own. Alternatively, please briefly explain to us why the issuer has satisfied its obligation to disclose the material factors
upon which its fairness determination is based.

Response: The Company acknowledges the
Staff’s comment and respectfully advises the Staff that it has considered the disclosure obligation under Item 8 of Schedule
13E-3 and corresponding Item 1014(b) of Regulation M-A, and believes that it has satisfied such obligation for the reasons described
below. Specifically, the Company respectfully advises the Staff that the disclosure on pages 23 through 30
of Proxy Statement Amendment No. 1 under the heading “Reasons for the Merger; Recommendation of the Board; Fairness of the
Merger” reflects all of the material factors upon which the Special Committee’s and the Board’s fairness
determination was based, including, to the extent applicable, those set forth under paragraphs (c), (d) and (e) of and Instruction 2
to Item 1014 of Regulation M-A. Additionally, the Company respectfully notes for the Staff’s attention that the disclosure on
page 39 of Proxy Statement Amendment No. 1 makes clear that Centerview’s fairness opinion was only one of many
factors taken into consideration by the Special Committee in its evaluation of the merger and the other transactions contemplated by
the merger agreement.

The Company acknowledges the Staff’s citation to Question
20 of Exchange Act Release No. 34-17719 (April 13, 1981), and respectfully advises the Staff that in light of the discussion in Proxy
Statement Amendment No. 1 of the material factors considered by the Special Committee, as described above, the Company does not believe
that the Special Committee is required to expressly adopt Centerview’s analysis of the factors in order to satisfy the requirements
of Item 8 of Schedule 13E-3. Specifically, Question 20 relates to the discussion of material factors considered by the Issuer, which we
have provided in full on pages 23 through 30 of Proxy Statement Amendment No. 1 under the heading “Reasons
for the Merger; Recommendation of the Board; Fairness of the Merger,” but Question 20 does not say that an Issuer must adopt the
factors that underlie an expert’s report that itself is one of many factors considered by the Issuer. This is a confusion of differing
uses of the word “factor.” In other words, the fact that one factor in the Special Committee’s assessment of the overall
fairness of the transaction (Centerview’s opinion) itself has underlying factors does not mean that the Special Committee
is required to adopt those factors-of-a-factor. Put otherwise, Proxy Statement Amendment No. 1 fully analyzes the factors from the point
of view of the Special Committee and the Board, and does not does not avoid the responsibility to fully disclose and analyze those factors
by referencing a list or analysis of factors contained in someone else’s report. It is this latter concern – which concern
is not present in our filing – that Question 20 is meant to address. Accordingly, we believe we have fully complied