8-K
filed December 16, 2022, 6:59 PM ET
ticker FBIN
CIK 0001519751
other material
confidence high
sentiment positive
materiality 0.85
Fortune Brands Innovations, Inc. (FBIN): M&A transaction — Fortune Brands completes spin-off of MasterBrand; changes name to Fortune Brands Innovations, ticker FBIN
Fortune Brands Innovations, Inc.
- Spin-off of Cabinets business MasterBrand completed Dec 14, 2022; shareholders received 1 MasterBrand share per Fortune Brands share.
- Company renamed Fortune Brands Innovations, Inc.; NYSE ticker changed to FBIN effective Dec 15, 2022.
- MasterBrand CEO R. David Banyard resigned from Fortune Brands executive officer role to lead MasterBrand.
- MasterBrand paid Fortune Brands a $940M cash dividend prior to distribution; pro forma cash balance $1.25B.
- Pro forma shows Fortune Brands net sales $3.59B (9mo 2022) vs historical $6.08B; net income $438M vs $577M.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
R. David Banyard, Jr. resigned as executive officer at Fortune Brands Innovations, Inc..
- Action
- resigned
- Role
- executive officer
Exact text from the filing
R. David Banyard, Jr. assumed the role of Chief Executive Officer of MasterBrand and resigned from his role as an executive officer of the Company in order to assume his new role.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Fortune Brands Innovations, Inc.: Amendment to Amended and Restated Bylaws to reflect the company name change to Fortune Brands Innovations, Inc (effective 2022-12-15).
- Change
- bylaw amendment
- Effective
- 2022-12-15
Exact text from the filing
Additionally, the board of directors of the Company amended the Amended and Restated Bylaws (the “Bylaws Amendment”) to reflect the Company Name Change, effective as of 12:01 a.m. Eastern Time on December 15, 2022.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Fortune Brands Innovations, Inc.: Amendment to Restated Certificate of Incorporation to change corporate name from Fortune Brands Home & Security, Inc. to Fortune Brands Innovations, Inc (effective 2022-12-15).
- Change
- charter amendment
- Effective
- 2022-12-15
Exact text from the filing
On December 13, 2022, the Company filed with the Secretary of State of the State of Delaware an amendment to its Restated Certificate of Incorporation (the “Charter Amendment”) to change its corporate name from “Fortune Brands Home & Security, Inc.” to “Fortune Brands Innovations, Inc.,” effective as of 12:01 a.m. Eastern Time on December 15, 2022 (the “Company Name Change”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Fortune Brands Innovations, Inc. completed a disposition involving MasterBrand, Inc. (closed 2022-12-14).
- Action
- disposition
- Counterparty
- MasterBrand, Inc.
- Closing
- 2022-12-14
Exact text from the filing
On December 14, 2022 (the “Distribution Date”), Fortune Brands Home & Security, Inc., now known as Fortune Brands Innovations, Inc., (the “Company”) completed the previously announced legal and structural separation of MasterBrand, Inc. (“MasterBrand”), and the distribution of all of the outstanding shares of common stock, par value of $0.01 per share of MasterBrand, to the Company’s stockholders (the “Distribution”).
View on SEC.gov
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