Foundation Building Materials, Inc.

KTMC brought claims on behalf of the minority stockholders of Foundation Building Materials, Inc. (“FBM” or the “Company”) to challenge the take-private acquisition of the Company by American Securities LLC (“American Securities”) for $19.25 per share in cash (the “Merger”). The Merger was instigated by FBM’s then-controlling shareholder, Lone Star Fund IX (U.S.), L.P. (“Lone Star”) in order to trigger a contractual “change-in-control” provision that entitled Lone Star to a hefty lump-sum payment upon the sale of the Company. Lone Star orchestrated the sale process with the help of a conflicted financial advisor, RBC Capital Markets (“RBC”) and faced no resistance from a “special committee” of FBM directors—itself advised by a conflicted banker, Evercore Group LLC (“Evercore”). FBM’s minority stockholders were not given the opportunity to approve the Merger, and did not receive timely notice of their appraisal rights as required under Delaware law.  Among other things, Plaintiff alleged breaches of fiduciary duties in connection with the unfair Merger, aiding and abetting of those breaches by RBC and Evercore, and violation of Delaware’s appraisal statute. Defendants moved to dismiss all claims, but the Delaware Court of Chancery denied, in large part, those motions.  The case is now proceeding into discovery and trial preparation.