UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(dD)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 1629, 2020

Continental Building Products, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-36293

61-1718923

~~1-36293~~

~~61-1718923~~

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

~~(Commission File Number)~~

~~(I.R.S Employer Identification No.)~~

12950 Worldgate Drive

Suite 700

Herndon

20170

12950 Worldgate Drive, Suite 700 Herndon, VA

20170

(Address of principal executive offices)

(Zip Code)

~~(Zip Code)~~

~~(703) 480-3800 (~~Registrant'’s telephone number, including ~~the~~ area code: (703) 480-3800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol (s)

Name of Exchange on Which Registered

Common Stock, $0.001 par value per share

CBPX

New York Stock Exchange

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol (s)		Name of Exchange on Which Registered
Common Stock, $0.001 par value per share		CBPX		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

Item 85.0107. ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On ~~November~~January 1229, ~~2019~~2020, Continental Building Products, Inc., ~~a Delaware corporation~~ (the “Company”), ~~entered~~held ~~into~~a anspecial ~~Agreement~~meeting ~~and Plan~~ of ~~Merger~~stockholders (the “~~Merger~~Special ~~Agreement~~Meeting”) with CertainTeed Gypsum and Ceilings USA, Inc., a Delaware corporation (“Parent”), Cupertino Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France (the “Guarantor”). The Merger Agreement provides, among other things and subject to ~~the~~consider ~~terms~~ and ~~conditions~~vote ~~set~~upon ~~forth therein, that Merger Sub will be merged with and into~~ the ~~Company~~following ~~(the “Merger”), with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent.~~proposals:

In(1) ~~connection~~the ~~with~~adoption of the ~~Merger,~~Agreement ~~between~~and ~~December~~Plan ~~19,~~of ~~2019~~Merger ~~and~~(as ~~December~~it 27may be amended, ~~2019~~supplemented, ~~three~~or ~~putative~~otherwise ~~class~~modified ~~actions~~in ~~complaints~~accordance ~~were~~with ~~filed~~its interms, the ~~U.S.~~“Merger ~~District~~Agreement”), ~~Court~~dated ~~for~~as ~~the District~~ of ~~Delaware~~November ~~against~~12, ~~the~~2019, ~~Company~~by and ~~members~~among of the Company’s, ~~board~~CertainTeed ofGypsum ~~directors~~and ~~(the~~Ceilings ~~“Litigation”)~~USA, Inc., ~~The~~a ~~complaints~~Delaware ~~are~~corporation ~~brought~~(“Parent”), byCupertino ~~putative~~Merger ~~stockholders of the Company and allege~~Sub, ~~among other things~~Inc., ~~that~~a ~~the~~newly ~~disclosures~~formed inDelaware ~~the~~corporation ~~Company’s~~and ~~December~~a ~~30,~~wholly ~~2019~~owned ~~Definitive~~subsidiary ~~Proxy~~of ~~Statement~~Parent (~~the~~ “~~Proxy~~Merger ~~Statement~~Sub”), ~~violate~~and ~~the~~Compagnie ~~Securities~~de ~~Exchange~~Saint-Gobain ~~Act~~S.A., ofa ~~1934,~~société asanonyme ~~amended,~~organized ~~and~~under the ~~rules~~laws ~~and~~of ~~regulations promulgated thereunder~~France, ~~including~~pursuant ~~because~~to ~~the~~which ~~Proxy~~Merger ~~Statement~~Sub ~~omitted~~will ~~material~~be ~~information,~~merged ~~rendering~~with ~~it false~~ and ~~misleading.~~into ~~The~~the ~~plaintiffs~~Company in(the ~~these~~“Merger”), ~~cases~~with ~~seek~~the ~~various~~Company ~~forms~~surviving ofthe ~~relief,~~Merger ~~including~~as ~~unspecified~~a ~~monetary~~wholly ~~damages,~~owned ~~legal~~subsidiary ~~fees,~~of ~~and~~Parent ~~injunctive~~(such ~~relief~~proposal, ~~enjoining consummation of~~ the “Merger. Agreement Proposal”);

~~The~~(2) ~~Company believes that~~ the ~~claims~~approval, ~~asserted~~on ina ~~the Litigation are without merit and no supplemental disclosure is required under applicable law. However~~non-binding, inadvisory ~~order to moot the plaintiffs’ unmeritorious disclosure claims~~basis, ~~to avoid the risk~~ of ~~the~~specified ~~Litigation~~compensation ~~delaying~~that ormay ~~adversely~~become ~~affecting~~payable ~~the Merger and~~ to ~~minimize~~ the ~~costs,~~named ~~risks~~executive ~~and~~officers ~~uncertainties~~of ~~inherent in litigation, without admitting any liability or wrongdoing,~~ the Company ~~has~~that ~~determined~~is tobased ~~voluntarily supplement the Proxy Statement as described in this Current Report~~ on ~~Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity~~ or ~~materiality~~otherwise ~~under~~relates ~~applicable~~to ~~laws of any of~~ the ~~disclosures~~Merger ~~set~~(such ~~forth herein. To the contrary~~proposal, the ~~Company~~“Compensation ~~specifically~~Proposal”); ~~denies all allegations in the Litigation, including that any additional disclosure was or is required,~~ and ~~believes that the supplemental disclosures contained herein are immaterial.~~

~~These~~(3) ~~supplemental~~the ~~disclosures~~adjournment ~~will~~or ~~not~~postponement ~~affect~~of the ~~consideration~~Special toMeeting, beif ~~paid~~necessary inor ~~connection~~appropriate, ~~with~~to ~~the~~solicit ~~Merger~~additional orproxies ~~the~~in ~~timing~~favor of the ~~special~~Merger ~~meeting~~Agreement ofProposal ~~Company~~if ~~stockholders~~there toare beinsufficient ~~held~~votes at ~~9:00~~the ~~a.m.,~~time ~~Eastern~~of ~~Time,~~the onSpecial ~~January~~Meeting ~~29,~~to ~~2020,~~approve atthe ~~12950~~Merger ~~Worldgate~~Agreement ~~Drive,~~Proposal ~~Suite~~(such ~~700~~proposal, ~~Herndon,~~the ~~Virginia~~“Adjournment ~~20170~~Proposal”).

~~Supplemental~~As ~~Disclosure~~of toDecember ~~Proxy~~23, ~~Statement~~2019, inthe ~~Connection~~record ~~with~~date for the ~~Litigation~~Special Meeting, there were 34,681,572 shares of the Company’s common stock issued and outstanding and entitled to vote.

The ~~following~~voting ~~disclosure~~results infor ~~this~~each ~~Current~~of ~~Report on Form 8-K supplements~~ the ~~disclosures~~three ~~contained~~proposals, inincluding the ~~Proxy~~number ~~Statement~~of ~~and~~votes ~~should~~cast befor, ~~read~~against inor ~~conjunction~~withheld, ~~with~~and the ~~disclosures~~number ~~contained~~of abstentions inand ~~the~~broker ~~Proxy Statement~~non-votes, ~~which~~with inrespect ~~turn~~to ~~should~~such beproposals, ~~read~~are inas ~~its entirety.~~follows:

1. The ~~following~~stockholders ~~disclosure~~approved ~~supplements and restates~~ the ~~second~~Merger ~~paragraph~~Agreement ~~under~~Proposal ~~the~~as heading “Opinion of Financial Advisor to the Company” and the heading “Comparable Companies Analysis”, beginning on page 30 of the Proxy Statement, with new text presented in bold, underlined font.follows:

Citi reviewed, among other information, firm values of the comparable companies, calculated as fully diluted equity values (based on closing stock prices of the comparable companies on November 11, 2019, the last trading date prior to the announcement of the merger) plus net debt and non-controlling interests and less investments in unconsolidated affiliates (as applicable), as a multiple of calendar year 2020 estimated EBITDA. The observed multiples of firm value to calendar year 2020 estimated EBITDA for the Company and the comparable companies ranged from a low of 5.7x to a high of 14.3x, with such multiple for the Company being 9.4x, for James Hardie Industries plc being 14.3x, for Armstrong World Industries, Inc. being 12.2x, for Eagle Materials Inc. being 10.0x, for PGT Innovations, Inc. being 8.5x, for Owens Corning being 7.5x and for Guarantor being 5.7x . Based on its professional judgment and experience, and taking into consideration the observed multiples for the comparable companies, Citi then applied a selected range of multiples of firm value to calendar year 2020 estimated EBITDA of 9.4x to 10.0x (representing the multiples for the Company and Eagle Materials Inc., respectively), to calendar year estimated 2020 adjusted EBITDA of the Company to calculate an implied equity value reference range for the Company and on a per share basis based on fully diluted shares outstanding. Financial data of the comparable companies were based on publicly available Wall Street research analysts’ estimates and other publicly available information and calendarized to December year end when necessary. The calendar year 2020 estimated adjusted EBITDA of the Company of $133 million, as well as other financial data, provided by the management of the Company, was used by Citi at the direction of the management of the Company.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
24,897,845		1,364		218,833		—

2. The stockholders approved the Compensation Proposal as follows:

The disclosure under the heading “Opinion of Financial Advisor to the Company” and the heading “Precedent Transactions Analysis”, beginning on page 30 of the Proxy Statement, is hereby amended by:

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
23,080,313		1,151,004		886,725		—

~~Adding~~3. ~~the~~The ~~column~~stockholders ~~“Firm~~approved ~~Value / LTM EBITDA” to~~ the ~~table~~Adjournment atProposal ~~the top of page 31 of the Proxy Statement~~ as ~~indicated below~~follows:

Announced

Target

Acquirer

Firm Value / LTM EBITDA

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

July 22, 2011

Lafarge S.A.’s Australian gypsum operations

Knauf Gips KG

9.2x

23,017,427

1,805,338

295,277

—

August 17, 2011

Lafarge S.A.’s 50% stake in Lafarge Boral Gypsum Asia joint venture

Boral Limited

14.1x

June 24, 2013

Lafarge S.A.’s North American gypsum operations

Lone Star Investment Advisors LLC

9.7x

October 16, 2013

50% strategic joint venture with Boral Limited

USG Corporation

10.6x

August 27, 2015

C.R. Laurence Co., Inc.

CRH plc

11.3x

May 15, 2017

Pittsburgh Corning

Owens Corning

9.0x

October 29, 2017

Paroc Group

Owens Corning

11.0x

November 20, 2017

Armstrong World Industries, Inc.’s EMEA & Pacific Rim business

Knauf International GmbH

12.7x

January 31, 2018

Ply Gem Holdings, Inc.

Clayton, Dubilier & Rice LLC

9.8x

March 26, 2018

USG Corporation

Knauf KG

11.6x

July 17, 2018

Ply Gem Parent, LLC

NCI Building Systems, Inc.

10.9x

August 26, 2019

50% stake in USG Boral Asia joint venture

Boral Limited

5.7x

August 26, 2019

Knauf Asia Plasterboard

USG Boral Asia joint venture

10.2x

~~The~~Item ~~following~~7.01. ~~disclosure~~Regulation ~~supplements~~FD and restates the second paragraph and accompanying table under the heading “Opinion of Financial Advisor to the Company” and the heading “Discounted Cash Flow Analysis”, beginning on page 32 of the Proxy Statement, with new text presented in bold, underlined font and deleted text marked as strikethrough fontDisclosure.

~~Citi~~At ~~performed~~11:59 ap.m. ~~discounted~~on ~~cash~~January ~~flow~~29, ~~analysis~~2020, of the ~~Company~~waiting inperiod ~~which~~applicable ~~Citi~~to ~~calculated~~ the ~~estimated~~Merger ~~present~~under ~~value (as of September 30, 2019) of~~ the ~~standalone unlevered after~~Hart-~~tax~~Scott-Rodino ~~free~~Antitrust ~~cash~~Improvements ~~flows~~Act ~~Unlevered Free Cash Flows that the Company was forecasted to generate during the fourth quarter~~ of ~~fiscal year 2019 through fiscal year 2028~~ 1976, ~~provided by the management of the Company and~~ as ~~further~~amended ~~described in~~ (the ~~section entitled~~ “~~-Certain~~HSR ~~Company Forecasts~~Act” ~~beginning on page 33 of this proxy statement~~), ~~and used by Citi at the direction of the management of the Company~~expired. The ~~For~~expiration ~~purposes~~ of the ~~discounted~~waiting ~~cash~~period ~~flow~~under ~~analysis, Citi used~~ the ~~Company’s~~HSR ~~unlevered~~Act ~~after-tax~~satisfies ~~free~~one ~~cash~~of flows, which were computed by taking net operating profit after tax, and adding depreciation and amortization, adjusting for changes in net working capital, and subtracting capital expenditure and other cash flow items. Based on its professional judgment and experience, Citi calculated terminal values for the ~~Company~~conditions atto the ~~end~~closing of the ~~projection period by applying a selected range of perpetuity growth rates of 1~~ Merger.5% toAs ~~2.5%~~described ~~(which~~above, ~~Citi~~on ~~derived~~January ~~by utilizing its professional judgment and experience and taking into consideration~~29, ~~among other factors~~2020, ~~Company~~the ~~management~~Company’s ~~views~~stockholders ~~regarding~~approved ~~future growth, as well as long-term growth expectations for~~ the ~~industry~~Merger ~~and~~Agreement ~~trend~~Proposal inat the ~~overall~~Special ~~economy~~Meeting, ~~generally)~~which towas ~~the~~also ~~standalone unlevered after-tax fee cash flows of the Company in~~ a ~~mid-cycle~~condition ~~terminal~~to ~~year~~closing ~~as directed by~~ the ~~Company~~Merger. ~~Citi~~The ~~then~~closing ~~discounted to present value (as~~ of ~~September 30, 2019)~~ the ~~unlevered~~Merger ~~after-tax~~however ~~free~~remains ~~cash~~subject ~~flows Unlevered Free Cash Flows and implied estimated terminal value using discount rates ranging from 7.7%~~ to ~~9.0%, derived from a calculation of~~ the satisfaction ~~weighted~~or ~~average~~waiver ~~cost~~ of ~~capital~~other ofcustomary ~~the~~closing Company, which Citi performed utilizing the capital asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi’s professional judgment, including target capital structure, after-tax cost of debt, unlevered betas for the companies listed in the section entitled “-Comparable Companies Analysis” above, tax rates, the equity market risk premium and yields for Uconditions.S. ~~treasury~~The ~~notes.~~Merger ~~This~~is ~~analysis~~expected ~~indicated an implied firm value reference range for the Company of approximately $1,204 million~~ to ~~$1,555~~close million, from which, after taking into account the Company’s fully diluted share count, an assumed net debt position of approximately $141 million and approximately $7 million of investments in unconsolidated affiliates, in each case, based on ~~the~~or ~~Company’s~~about ~~September~~February 303, 2019 balance sheet as provided by management of the Company, the following approximate implied equity value per share of the common stock reference range for the Company was derived, as compared to the merger consideration to be received in the merger:2020.

Equity Value Per Share of Common Stock Reference Range						Merger Consideration
$30.55 - $40.55						$37.00

The information included in this Item 7.01 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 and 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 Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

3Forward-Looking Statements

~~The~~This ~~following~~communication ~~disclosure~~contains ~~supplements~~forward-looking statements, including statements related to proposed transaction and ~~restates~~other statements regarding the ~~third~~Company’s ~~bullet~~current ~~under~~expectations, ~~the~~prospects ~~heading~~and opportunities. These forward-looking statements are covered by the “~~Opinion~~Safe Harbor for Forward-Looking Statements” provided by the Private Securities Litigation Reform Act of ~~Financial~~1995. ~~Advisor~~The Company has tried to identify these forward looking statements by using words such as “expect,” “anticipate,” “estimate,” “plan,” “will,” “would,” “should,” “could,” “forecast,” “believe,” “guidance,” “projection,” “target” or similar expressions, but these words are not the exclusive means for identifying such statements. The Company” cautions that a number of risks, uncertainties and other factors could cause the ~~heading~~Company’s ~~“Other~~actual ~~Information”~~results to differ materially from those expressed in, ~~beginning~~or implied by, the forward-looking statements, including, without limitation that the conditions to closing the transaction will be satisfied; the impact of the transaction on ~~page 32~~the Company’s business, its financial and operating results and its employees, suppliers and customers; factors affecting the feasibility and timing of any transaction or other action, including, without limitation, the ~~Proxy~~ability ~~Statement~~to obtain required regulatory approvals; and risks related to realization of the expected benefits of the transaction or other action to the Company and its stockholders. For a detailed discussion of factors that could affect the Company’s future operating results, please see the Company’s filings with ~~new~~the ~~text~~SEC, ~~presented~~including the disclosures under “Risk Factors” in ~~bold~~those filings. Except as expressly required by the federal securities laws, ~~underlined~~the ~~font~~Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, changed circumstances or future events or for any other reason.

•implied premiums paid in 517 transactions involving all-cash consideration announced between January 1, 2010 and November 11, 2019 with transaction values of greater than $1 billion involving U.S. publicly traded companies (excluding financial institutions and real estate transactions), which indicated, after applying (i) to the closing price of the common stock of $27.75 per share on October 14, 2019 (the closing price of the common stock four weeks prior to November 11, 2019, the last day of trading prior to announcement of the merger), a selected range of premiums of 30.0% to 40.0% (representing a range of 5% above and 5% below the 35.0% median in the selected transactions) and (ii) to the 52-week trading high for the common stock of $32.02 per share, a selected range of premiums of 10.5% to 20.5% (representing a range of 5% above and below the 15.5% median for the selected transactions), approximate implied per share equity value reference ranges for the Company of $36.10 to $38.85 per share and $35.40 to $38.60 per share, respectively.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Continental Building Products, Inc.		~~Continental Building Products, Inc.~~
January 16, 2020			/s/ Timothy A. Power
Date: January 30, 2020	By:	/s/ Timothy A. Power
Date			Timothy A. Power
	Name:	Timothy A. Power
			Senior Vice President and General Counsel
	Title:	Senior Vice President and General Counsel

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