Item 7.01. Regulation FD Disclosure.



On January 22, 2020, Foundation Building Materials, Inc. (the "Company")
provided investors with certain preliminary financial information for the three
months and year ended December 31, 2020 in connection with activities relating
to the proposed merger (the "Merger") contemplated by the previously disclosed
Agreement and Plan of Merger, dated as of November 14, 2020 (the "Merger
Agreement"), by and among the Company, 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. Such preliminary financial
information is included as Exhibit 99.1 to this Current Report on Form 8-K (this
"Report") and is incorporated by reference herein.

The information included or incorporated by reference in this Item 7.01,
including Exhibit 99.1, is being furnished to the Securities and Exchange
Commission (the "SEC") and shall not be deemed "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, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended (the "Securities Act"), or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.



 (d)  Exhibits



Exhibit No.              Description
                           Preliminary financial     information of the Company for th    e three
            99.1         months     and year ended December 31, 2020.
                         Cover Page Interactive Data File - The cover page

from the Company's Current


                         Report on Form 8-K filed on January 22, 2021 is

formatted in Inline XBRL


               104       (included as Exhibit 104).

Cautionary Note Regarding Forward-Looking Statements



This Report, and the documents and exhibits 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
such forward-looking statements. 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, and Section 21E of
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," "proposed,"
"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 occurrence of any event, change or other circumstances that could give rise
to the termination of the Merger Agreement;
•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;
•the length and severity of the novel coronavirus pandemic (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;
•the outcome of any legal proceedings that may be instituted following
announcement of the Merger Agreement;
•failure to retain key management and employees of the Company;
•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;
                                       1
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•conditions in the securities market that are less favorable than expected; and
•other risks described in the Company's filings with the SEC, including the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2019, Quarterly Reports on Form 10-Q and Definitive Information Statement.

The forward-looking statements contained in this Report 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 Report 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



In connection with the proposed Merger, the Company filed certain materials with
the SEC, including the Definitive Information Statement, which was first mailed
to stockholders of the Company on or about December 4, 2020. You may obtain
copies of all documents filed by the Company with the SEC, 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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