Item 2.01. Completion of Acquisition or Disposition of Assets. OnAugust 9, 2021 ,Cornerstone Building Brands, Inc. (the "Company") completed the previously announced sale of the Company's Insulated Metal Panels business (the "IMP Sale") toNucor Insulated Panel Group Inc ("Purchaser") andVulcraft Canada Inc. ("Canada Purchaser") for an aggregate purchase price of$1 billion in cash, subject to customary adjustments, in accordance with the terms of the Securities Purchase Agreement, dated as ofJune 5, 2021 , by and among Purchaser, Canada Purchaser and the Company (the "Transaction Agreement"). The foregoing description of the Transaction Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Transaction Agreement, which was filed with theSecurities and Exchange Commission onAugust 4, 2021 as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter endedJuly 3, 2021 , and is incorporated herein by reference. The Company classified the IMP business as held for sale in its consolidated balance sheet in its Quarterly Report on Form 10-Q for the fiscal quarter endedJuly 3, 2021 . Item 7.01. Regulation FD Disclosure. The Company issued a press release onAugust 9, 2021 announcing the closing of the IMP Sale. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 are furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings under the Exchange Act or the Securities Act of 1933, as amended. Item 9.01. Financial Statements and Exhibits. (b) Pro forma financial information. The Unaudited Pro Forma Financial Statements of the Company reflecting the closing of the IMP Sale are filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference. (d) Exhibits. Exhibit No. Description 99.1 Press Release dated Aug ust 9 , 2021 Unaudited Pro Forma Consolidated Financial Statements of Cornerstone 99.2 Building Brands, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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