Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement



On November 14, 2020, Foundation Building Materials, Inc., a Delaware
corporation (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with ASP Flag Intermediate Holdings, Inc., a Delaware
corporation ("Parent"), and ASP Flag Merger Sub, Inc., a Delaware corporation
and a wholly-owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub
are affiliates of American Securities LLC. Pursuant to the Merger Agreement,
subject to the satisfaction or waiver of specified conditions, Merger Sub will
merge with and into the Company (the "Merger"), with the Company surviving the
Merger as a wholly-owned subsidiary of Parent. Parent and Merger Sub are
affiliates of certain funds managed by American Securities LLC (the "AS Funds").

Pursuant to the Merger Agreement, at the effective time of the Merger (the
"Effective Time"), each issued and outstanding share of common stock of the
Company (the "Common Stock") will be converted into the right to receive $19.25
in cash, without interest, and subject to deduction for any required withholding
tax (the "Merger Consideration"), other than shares of the Company's Common
Stock held by Parent, Merger Sub or any other wholly-owned subsidiary of the
Company, shares held by the Company in treasury and shares owned by stockholders
who have properly exercised and perfected appraisal rights under Delaware law.

At the Effective Time, each grant of restricted stock units granted under the
Company's 2017 Stock Incentive Plan (the "Company Stock Plan") that is
outstanding immediately prior to the Effective Time shall fully vest and be
converted into the right to receive an amount in cash (without interest and
subject to applicable tax withholdings) equal to the product of (i) the Merger
Consideration multiplied by (ii) the number of shares of Common Stock subject to
such restricted stock units. At the Effective Time, each option to purchase
Common Stock granted under the Company Stock Plan that is outstanding
immediately prior to the Effective Time shall fully vest and be converted into
the right to receive an amount in cash (without interest and subject to
applicable tax withholdings) equal to the product of (i) the remainder, if
positive, of (A) the Merger Consideration minus (B) the exercise price per share
of Common Stock of such option multiplied by (ii) the number of shares of Common
Stock subject to such option.

Each party's obligation to consummate the Merger is subject to certain
conditions, including, among others: (i) expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"), and receipt of the Competition Act Approval
(as defined in the Merger Agreement); (ii) the absence of any order issued by
any court of competent jurisdiction, other legal restraint or prohibition or any
law enacted or deemed applicable by a governmental entity that prohibits or
makes illegal the consummation of the Merger; (iii) the passing of twenty (20)
days from the date on which the Company mails to the Company's stockholders the
Information Statement (as defined below) in definitive form; (iv) subject to
certain qualifications, the accuracy of representations and warranties of the
other party set forth in the Merger Agreement; and (v) the performance by the
other party in all material respects of its obligations under the Merger
Agreement. Parent's obligation to consummate the Merger is also conditioned on,
among other things, the absence of any Material Adverse Effect (as defined in
the Merger Agreement).

Entry into the Merger Agreement has been unanimously approved by the board of
directors of the Company, acting on the unanimous recommendation of the special
committee of the board of directors, consisting solely of independent members of
the board of directors.

Following execution of the Merger Agreement on November 14, 2020, LSF9 Cypress
Parent 2 LLC (the "Principal Stockholder"), being the holder of a majority of
the issued and outstanding shares of Common Stock, duly executed and delivered
to the Company a written consent, approving and adopting the Merger Agreement
and the transactions contemplated thereby, including the Merger (the "Written
Consent"). No further approval of the Company's stockholders is required to
adopt the Merger Agreement or will be sought. As a result of receipt of the
Written Consent, the Company is prohibited from engaging in any further
discussions or solicitations regarding an alternative potential acquisition of
the Company.

The Merger Agreement includes customary representations, warranties and
covenants of the Company, Parent and Merger Sub. Among other things, the Company
has agreed to use commercially reasonable efforts to conduct its business in the
ordinary course of business consistent with past practice and use commercially
reasonable efforts to preserve intact its business until the Merger is
consummated. The Company and Parent have also agreed to use their respective
reasonable best efforts to obtain any approvals from governmental authorities
for the Merger, including all required antitrust approvals, on the terms and
subject to the conditions set forth in the Merger Agreement, provided that
Parent and its affiliates will not be required to take any actions that would,
individually or in the aggregate, reasonably be expected to result in a material
adverse effect on the business, assets, financial condition or results of
operations of Parent, the Company and its subsidiaries, taken as a whole.
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Parent and its affiliates also will not acquire or agree to acquire any rights,
assets, business, person or division thereof (through acquisition, license,
joint venture, collaboration or otherwise) if such acquisition would reasonably
be expected to materially increase the risk of not obtaining, or materially
delaying receipt of, any applicable clearance, consent, approval or waiver under
the HSR Act or Competition Act with respect to the Merger Agreement.

The Merger Agreement contains certain provisions giving each of Parent and the
Company rights to terminate the Merger Agreement under certain circumstances,
including the right for either Parent or the Company to terminate the Merger
Agreement if the Merger has not been consummated on or before March 31, 2021.

If the Merger is consummated, the Common Stock will be delisted from the New
York Stock Exchange and deregistered under the Securities Exchange Act of 1934,
as amended (the "Exchange Act").

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the terms of which are incorporated herein by reference.



The Merger Agreement has been included to provide investors and security holders
with information regarding its terms. It is not intended to provide any other
factual information about the Company, Parent or any of their respective
. . .

Item 5.07. Submission of Matters to a Vote of Security Holders.



On November 14, 2020, following execution of the Merger Agreement, the Principal
Stockholder, which, as of such date, controlled a majority of the voting power
of the Company, executed the Written Consent adopting the Merger Agreement. No
further approval of the Company's stockholders is required to adopt the Merger
Agreement or will be sought.

Pursuant to rules adopted by the Securities and Exchange Commission under the
Exchange Act, the Company will prepare and file with the SEC, and thereafter
mail to its stockholders, a Schedule 14C Information Statement (the "Information
Statement").


Item 8.01. Other Events.

On November 15, 2020, the Company issued a joint press release with Parent announcing entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


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Item 9.01. Financial Statements and Exhibits.



 (d)  Exhibits



Exhibit No.              Description
                           Agreement and Plan of Merger, dated November 14,

2020, by and among ASP Flag

Intermediate Holdings, Inc., ASP Flag Merger Sub,

Inc. and Foundation Building


  2.1*                   Materials, Inc.
                           Tax Receivable     Termination     Agreement,

dated as of November


                             14    , 2020 between     Foundation B    uilding Mater    ials, Inc. and
  10.1*                  LSF9     C    ypress Parent 2 LLC.
  99.1                     Press Release, dated November 15, 2020.
                         Cover Page Interactive Data File - The cover page

from the Company's Current


                         Report on Form 8-K filed on November 16, 2020 is formatted in Inline XBRL
104                      (included as Exhibit 101).
*                        certain schedules and exhibits to this agreement have been omitted in
                         accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted
                         schedule and/or exhibit will be furnished

supplementally to the SEC upon its


                         request.

Cautionary Note Regarding Forward-Looking Statements



This Current Report on Form 8-K, and the documents referred to herein, contain
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from the results expressed or implied by the
forward-looking statement. The Company has made these statements in reliance on
the safe harbor created by the Private Securities Litigation Reform Act of 1995
(set forth in Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act). In some cases, forward-looking statements can be
identified by words such as "anticipates," "believes," "could," "estimates,"
"expects," "intends," "may," "plans," "potential," "predicts," "projects,"
"should," "will," "would" or the negative or similar expressions. All of the
Company's forward-looking statements are subject to risks and uncertainties that
may cause actual results to differ materially from those that the Company is
expecting, including:

•the outbreak of the novel coronavirus COVID-19, or the COVID-19 pandemic;
•the length and severity of the COVID-19 pandemic and its impact on the global
economy, the Company's business, operations and financial results;
•the impact of cost-saving initiatives on the Company's financial and liquidity
position;
•federal, state and local government initiatives to mitigate the impact of the
COVID-19 pandemic, including additional restrictions on business activities,
"shelter-in-place" orders, guidelines and other restrictions;
•risks associated with transactions generally, such as the inability to obtain,
or delays in obtaining, required regulatory approvals;
•the occurrence of any event, change or other circumstances that could give rise
to the termination of the Merger Agreement;
•the outcome of any legal proceedings that may be instituted following
announcement of the transaction;
•failure to retain key management and employees of the Company;
•issues or delays in the successful integration of the Company's operations with
those of Parent, including incurring or experiencing unanticipated costs and/or
delays or difficulties;
•failure or inability to implement growth strategies in a timely manner;
•unfavorable reaction to the transaction by customers, competitors, suppliers
and employees;
•future levels of revenues being lower than expected and costs being higher than
expected;
•conditions affecting the industry generally;
•local and global political and economic conditions;
•conditions in the securities market that are less favorable than expected; and
•other risks described in the Company's filings with the Securities and Exchange
Commission, including the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2019 and Quarterly Reports on Form 10-Q.

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The forward-looking statements contained in this Current Report on Form 8-K are
based on historical performance and management's current plans, estimates and
expectations in light of information currently available to the Company and are
subject to uncertainty and changes in circumstances. There can be no assurance
that future developments affecting the Company will be those that we have
anticipated. Actual results may differ materially from these expectations due to
changes in global, regional or local political, economic, business, competitive,
market, regulatory, public health and other factors, many of which are beyond
the Company's control, as well as the other factors described in the Company's
filings with the SEC. Additional factors or events that could cause the
Company's actual results to differ may also emerge from time to time, and it is
not possible for us to predict all of them. Comparisons of results for current
and any prior periods are not intended to express any future trends or
indications of future performance, unless expressed as such, and should only be
viewed as historical data. Should one or more of these risks or uncertainties
materialize, or should any of the Company's assumptions prove to be incorrect,
the Company's actual results may vary in material respects from what we may have
expressed or implied by these forward-looking statements. You should not place
undue reliance on any of the Company's forward-looking statements. Any
forward-looking statement made by the Company in this Current Report on Form 8-K
speaks only as of the date hereof. The Company undertakes no obligation to
publicly update any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as may be required by
applicable securities laws. The Company qualifies all of its forward-looking
statements by these disclaimers.

Additional Information and Where to Find It



The Company will prepare an information statement on Schedule 14C for its
stockholders with respect to the approval of the transaction described herein.
When completed, the information statement will be mailed to the Company's
stockholders. You may obtain copies of all documents filed by the Company with
the SEC regarding this transaction, free of charge, at the SEC's website,
www.sec.gov or from the Company's website at https://investors.fbmsales.com/.

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