Rating Action: Moody's reviews Cornerstone Building Brands for downgradeon going private announcementGlobal Credit Research - 08 Mar 2022New York, March 08, 2022 -- Moody's Investors Service ("Moody's") placedCornerstone Building Brands, Inc.'s (Cornerstone) ratings, including thecompany's B1 Corporate Family Rating (CFR), on review for downgrade. Theoutlook was revised to rating under review from stable. The company'sSGL-1 speculative grade liquidity rating remains unchanged.The rating actions follow the company's announcement on March 7, 2022 thatit has entered into a definitive agreement to be acquired by affiliates ofClayton, Dubilier & Rice (CD&R) in an all-cash transaction with anenterprise value of roughly $5.8 billion, including the assumption ofdebt. As of the latest filings, CD&R owns 49% of the outstanding commonshares of the company. While details relating to the financing of thistransaction have not been disclosed, Cornerstone's debt burden could standto rise meaningfully as a result of the buyout. The potential for a moreaggressive financial policy is a key governance risk.On Review for Downgrade:..Issuer: Cornerstone Building Brands, Inc..... Corporate Family Rating, Placed on Review for Downgrade, currently B1.... Probability of Default Rating, Placed on Review for Downgrade,currently B1-PD....Senior Secured Bank Credit Facility, Placed on Review for Downgrade,currently B1 (LGD3)....Senior Unsecured Regular Bond/Debenture, Placed on Review forDowngrade, currently B3 (LGD5)Outlook Actions:..Issuer: Cornerstone Building Brands, Inc.....Outlook, Changed To Rating Under Review From StableRATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OFTHE RATINGSMoody's review will focus on Cornerstone's financial policy, pro formacapital structure, liquidity profile, and future operating and growthstrategy. While the company has not announced capitalization plansassociated with the pending privatization or disclosed how much equityfunding may be contributed by CD&R in conjunction with the transaction,the rating review reflects Moody's expectation for a meaningfully morelevered pro forma capital structure.Cornerstone's B1 CFR reflects the company's (i) leading position as thelargest manufacturer of exterior building products in North America forthe commercial, residential, and repair and remodel constructionindustries, (ii) improved profitability and (iii) stronger credit metrics.At the same time our opinion takes into consideration the company'sexposure to cyclical end markets, and the competitive nature of thebusiness in which it operates.The principal methodology used in these ratings was Manufacturingpublished in September 2021 and available athttps://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1287885.Alternatively, please see the Rating Methodologies page on www.moodys.comfor a copy of this methodology.Headquartered in Cary, North Carolina, Cornerstone Building Brands, Inc.,is the largest manufacturer of exterior building products for residentialand low-rise non-residential buildings in North America. Its productsinclude vinyl windows and vinyl siding as well as engineered metalbuilding systems, metal components, and coil coatings.REGULATORY DISCLOSURESFor further specification of Moody's key rating assumptions andsensitivity analysis, see the sections Methodology Assumptions andSensitivity to Assumptions in the disclosure form. Moody's Rating Symbolsand Definitions can be found at:https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.For ratings issued on a program, series, category/class of debt orsecurity this announcement provides certain regulatory disclosures inrelation to each rating of a subsequently issued bond or note of the sameseries, category/class of debt, security or pursuant to a program forwhich the ratings are derived exclusively from existing ratings inaccordance with Moody's rating practices. For ratings issued on a supportprovider, this announcement provides certain regulatory disclosures inrelation to the credit rating action on the support provider and inrelation to each particular credit rating action for securities thatderive their credit ratings from the support provider's credit rating. Forprovisional ratings, this announcement provides certain regulatorydisclosures in relation to the provisional rating assigned, and inrelation to a definitive rating that may be assigned subsequent to thefinal issuance of the debt, in each case where the transaction structureand terms have not changed prior to the assignment of the definitiverating in a manner that would have affected the rating. For furtherinformation please see the ratings tab on the issuer/entity page for therespective issuer on www.moodys.com.For any affected securities or rated entities receiving direct creditsupport from the primary entity(ies) of this credit rating action, andwhose ratings may change as a result of this credit rating action, theassociated regulatory disclosures will be those of the guarantor entity.Exceptions to this approach exist for the following disclosures, ifapplicable to jurisdiction: Ancillary Services, Disclosure to ratedentity, Disclosure from rated entity.The ratings have been disclosed to the rated entity or its designatedagent(s) and issued with no amendment resulting from that disclosure.These ratings are solicited. Please refer to Moody's Policy forDesignating and Assigning Unsolicited Credit Ratings available on itswebsite www.moodys.com.Regulatory disclosures contained in this press release apply to the creditrating and, if applicable, the related rating outlook or rating review.Moody's general principles for assessing environmental, social andgovernance (ESG) risks in our credit analysis can be found athttp://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288235.At least one ESG consideration was material to the credit rating action(s)announced and described above.The Global Scale Credit Rating on this Credit Rating Announcement wasissued by one of Moody's affiliates outside the EU and is endorsed byMoody's Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322,Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No1060/2009 on Credit Rating Agencies. Further information on the EUendorsement status and on the Moody's office that issued the credit ratingis available on www.moodys.com.The Global Scale Credit Rating on this Credit Rating Announcement wasissued by one of Moody's affiliates outside the UK and is endorsed byMoody's Investors Service Limited, One Canada Square, Canary Wharf, LondonE14 5FA under the law applicable to credit rating agencies in the UK.Further information on the UK endorsement status and on the Moody's officethat issued the credit rating is available on www.moodys.com.Please see www.moodys.com for any updates on changes to the lead ratinganalyst and to the Moody's legal entity that has issued the rating.Please see the ratings tab on the issuer/entity page on www.moodys.com foradditional regulatory disclosures for each credit rating.Emile El NemsVP - Senior Credit OfficerCorporate Finance GroupMoody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007U.S.A.JOURNALISTS: 1 212 553 0376Client Service: 1 212 553 1653Gretchen FrenchAssociate Managing DirectorCorporate Finance GroupJOURNALISTS: 1 212 553 0376Client Service: 1 212 553 1653Releasing Office:Moody's Investors Service, Inc.250 Greenwich StreetNew York, NY 10007U.S.A.JOURNALISTS: 1 212 553 0376Client Service: 1 212 553 1653© 2022 Moody's Corporation, Moody's Investors Service, Inc.,Moody's Analytics, Inc. and/or their licensors and affiliates(collectively, "MOODY'S"). 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