Press Release

Foundation Building Materials Announces Pricing of Secondary Offering of Common Stock by Selling Stockholder

Company Release - 9/19/2019 6:45 PM ET

SANTA ANA, Calif.--(BUSINESS WIRE)-- Foundation Building Materials, Inc. (“FBM” or the “Company”) (NYSE: FBM), one of the largest specialty distributors of wallboard, suspended ceiling systems and metal framing in North America, today announced the pricing of an underwritten secondary offering of 4,750,000 shares of common stock of the Company by its largest stockholder, an affiliate of Lone Star Fund IX (U.S.), L.P. (the “Selling Stockholder”) at a price to the public of $17.00 per share. The Selling Stockholder has also granted the underwriters a 30-day option to purchase up to an additional 712,500 shares of common stock of the Company. The Company will not receive any of the proceeds from this offering, but will bear the costs associated with the sale of the shares, other than underwriting discounts and commissions. No shares are being sold by the Company. The offering is expected to close on September 24, 2019, subject to customary closing conditions.

BofA Merrill Lynch and RBC Capital Markets are acting as joint book-running managers and representatives of the underwriters, and Barclays is acting as a book-running manager for the offering. Baird, Raymond James, Stephens Inc. and SunTrust Robinson Humphrey are acting as co-managers for the offering.

The Company has filed a shelf registration statement (including a prospectus) on Form S-3 with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. The registration statement was declared effective on August 13, 2019. Before you invest, you should read the base prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying base prospectus relating to the offering, when available, may be obtained from: BofA Merrill Lynch, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@baml.com; or RBC Capital Markets, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, by telephone at (877) 822-4089 or by email at equityprospectus@rbccm.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Foundation Building Materials

Foundation Building Materials is a specialty building products distributor of wallboard, suspended ceiling systems, and metal framing throughout North America. Based in Santa Ana, California, the Company employs more than 3,400 people and operates more than 175 branches across the U.S. and Canada.

Forward-Looking Statements

This press release contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements contained in this press release relate to, among other things, risks and uncertainties relating to the consummation of the proposed secondary offering by the Selling Stockholder, risks associated with market conditions, risks associated with the satisfaction of customary closing conditions related to the proposed secondary offering, and the risks and uncertainties identified in our filings made with the SEC, including the prospectus supplement and accompanying base prospectus relating to this secondary offering. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, which may cause our business, strategy or actual results to differ materially from the forward-looking statements. We do not intend and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to our filings with the SEC, including our registration statement on Form S-3, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in or implied by any forward-looking statement.

Investor Relations:
John Moten, IRC
Foundation Building Materials, Inc.
657-900-3200
Investors@fbmsales.com

Media Relations:
Joele Frank, Wilkinson Brimmer Katcher
Jed Repko or Ed Trissel
212-355-4449

Source: Foundation Building Materials, Inc.