8-K
filed May 15, 2024, 7:59 PM ET
CIK 0000893691
M&A
confidence high
sentiment neutral
materiality 0.80
MASONITE INTERNATIONAL CORP: M&A transaction — Masonite acquired by Owens Corning for $133/share; sells Architectural segment for $75M
MASONITE INTERNATIONAL CORP
- Acquired by Owens Corning for $133.00 per share in cash; Masonite becomes indirect wholly owned subsidiary.
- Masonite Common Shares delisted from NYSE effective May 15, 2024; trading suspended.
- All prior directors (9 named) and CEO Howard Heckes ceased; new board (Adams, Link, Myers) appointed.
- Credit agreements (TL and ABL) repaid and terminated in connection with acquisition.
- Architectural segment sold to IBP Solutions/Industrial Opportunity Partners for approx $75 million.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bradley Link was appointed as Director at MASONITE INTERNATIONAL CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
the following individuals were appointed to the board of directors of Masonite: Fei Adams, Bradley Link and Andromeda Myers
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert J. Byrne departed as Director at MASONITE INTERNATIONAL CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert J. Byrne, Howard C. Heckes, Jonathan F. Foster, Francis M. Scricco, Peter R. Dachowski, Jody L. Bilney, Daphne E. Jones, Jay I. Steinfeld, and Barry A. Ruffalo ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jay I. Steinfeld departed as Director at MASONITE INTERNATIONAL CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert J. Byrne, Howard C. Heckes, Jonathan F. Foster, Francis M. Scricco, Peter R. Dachowski, Jody L. Bilney, Daphne E. Jones, Jay I. Steinfeld, and Barry A. Ruffalo ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan F. Foster departed as Director at MASONITE INTERNATIONAL CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert J. Byrne, Howard C. Heckes, Jonathan F. Foster, Francis M. Scricco, Peter R. Dachowski, Jody L. Bilney, Daphne E. Jones, Jay I. Steinfeld, and Barry A. Ruffalo ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Howard C. Heckes departed as Director at MASONITE INTERNATIONAL CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert J. Byrne, Howard C. Heckes, Jonathan F. Foster, Francis M. Scricco, Peter R. Dachowski, Jody L. Bilney, Daphne E. Jones, Jay I. Steinfeld, and Barry A. Ruffalo ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jody L. Bilney departed as Director at MASONITE INTERNATIONAL CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert J. Byrne, Howard C. Heckes, Jonathan F. Foster, Francis M. Scricco, Peter R. Dachowski, Jody L. Bilney, Daphne E. Jones, Jay I. Steinfeld, and Barry A. Ruffalo ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter R. Dachowski departed as Director at MASONITE INTERNATIONAL CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert J. Byrne, Howard C. Heckes, Jonathan F. Foster, Francis M. Scricco, Peter R. Dachowski, Jody L. Bilney, Daphne E. Jones, Jay I. Steinfeld, and Barry A. Ruffalo ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Fei Adams was appointed as Director at MASONITE INTERNATIONAL CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
the following individuals were appointed to the board of directors of Masonite: Fei Adams, Bradley Link and Andromeda Myers
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Francis M. Scricco departed as Director at MASONITE INTERNATIONAL CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert J. Byrne, Howard C. Heckes, Jonathan F. Foster, Francis M. Scricco, Peter R. Dachowski, Jody L. Bilney, Daphne E. Jones, Jay I. Steinfeld, and Barry A. Ruffalo ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andromeda Myers was appointed as Director at MASONITE INTERNATIONAL CORP.
- Action
- appointed
- Role
- Director
Exact text from the filing
the following individuals were appointed to the board of directors of Masonite: Fei Adams, Bradley Link and Andromeda Myers
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Barry A. Ruffalo departed as Director at MASONITE INTERNATIONAL CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert J. Byrne, Howard C. Heckes, Jonathan F. Foster, Francis M. Scricco, Peter R. Dachowski, Jody L. Bilney, Daphne E. Jones, Jay I. Steinfeld, and Barry A. Ruffalo ceased to be a member of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Howard C. Heckes departed as President and Chief Executive Officer at MASONITE INTERNATIONAL CORP.
- Action
- ceased
- Role
- President and Chief Executive Officer
Exact text from the filing
Mr. Heckes also ceased serving as President and Chief Executive Officer of Masonite.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daphne E. Jones departed as Director at MASONITE INTERNATIONAL CORP.
- Action
- ceased
- Role
- Director
Exact text from the filing
each of Robert J. Byrne, Howard C. Heckes, Jonathan F. Foster, Francis M. Scricco, Peter R. Dachowski, Jody L. Bilney, Daphne E. Jones, Jay I. Steinfeld, and Barry A. Ruffalo ceased to be a member of the board of directors
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
MASONITE INTERNATIONAL CORP underwent a change of control involving Owens Corning for $133.00 per share in cash (closed 2024-05-15).
- Action
- change of control
- Counterparty
- Owens Corning
- Consideration
- $133.00 per share in cash
- Closing
- 2024-05-15
Exact text from the filing
Owens Corning or any Masonite Common Shares as to which dissent rights were properly exercised by the holder thereof in accordance with British Columbia law, were acquired for $133.00 per share in cash, without interest (the “Arrangement”). Pursuant to the Arrangement Agreement, each restricted share unit award in respect of shares of Masonite Common Shares
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
MASONITE INTERNATIONAL CORP terminated TL Credit Agreement dated December 13, 2022 with JPMorgan Chase Bank, N.A. as administrative agent and the lenders valued at All outstanding obligations in respect of principal, interest and fees were repaid and commitments w (effective 2024-05-15).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A. as administrative agent and the lenders
- Value
- All outstanding obligations in respect of principal, interest and fees were repaid and commitments w
- Effective
- 2024-05-15
Exact text from the filing
Item 1.02 Termination of a Material Definitive Agreement. In connection with the completion of the transactions contemplated by the Arrangement Agreement, on May 15, 2024, all outstanding obligations in respect of principal, interest and fees under (i) that certain Credit Agreement, dated as of December 13, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “ TL Credit Agreement ”), among Masonite, as Holdings, Masonite Corporation, as borrower, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties party thereto, and (ii) that certain Second Amended and Restated Credit Agreement, dated as of January 31, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “ ABL Credit Agreement ” and, together with the TL Credit Agreement, the “ Credit Agreements ”), among Masonite, as Parent Borrower, Masonite Corporation, as a U.S. Borrower, the several lenders f
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
MASONITE INTERNATIONAL CORP terminated ABL Credit Agreement dated January 31, 2019 with Wells Fargo Bank, National Association as administrative agent and the lenders valued at All outstanding obligations in respect of principal, interest and fees were repaid and commitments w (effective 2024-05-15).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Wells Fargo Bank, National Association as administrative agent and the lenders
- Value
- All outstanding obligations in respect of principal, interest and fees were repaid and commitments w
- Effective
- 2024-05-15
Exact text from the filing
Item 1.02 Termination of a Material Definitive Agreement. In connection with the completion of the transactions contemplated by the Arrangement Agreement, on May 15, 2024, all outstanding obligations in respect of principal, interest and fees under (i) that certain Credit Agreement, dated as of December 13, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “ TL Credit Agreement ”), among Masonite, as Holdings, Masonite Corporation, as borrower, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties party thereto, and (ii) that certain Second Amended and Restated Credit Agreement, dated as of January 31, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “ ABL Credit Agreement ” and, together with the TL Credit Agreement, the “ Credit Agreements ”), among Masonite, as Parent Borrower, Masonite Corporation, as a U.S. Borrower, the several lenders f
View on SEC.gov
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