--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-139523" form_type: "8-K" ticker: null cik: "0000893691" company_name: "MASONITE INTERNATIONAL CORP" filed_at: "2024-05-15T23:59:59+00:00" generated_at: "2026-06-02T00:00:00.936590+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Masonite acquired by Owens Corning for $133/share; sells Architectural segment for $75M ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-139523 - form_type: 8-K - cik: 0000893691 - company_name: MASONITE INTERNATIONAL CORP - filed_at: 2024-05-15T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/d834011d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-139523 - JSON: https://secwatch.observer/filing/0001193125-24-139523.json - Plain text: https://secwatch.observer/filing/0001193125-24-139523.txt ## Key facts - Executive change Bradley Link was appointed as Director at MASONITE INTERNATIONAL CORP. - Action: appointed - Role: Director source text: the following individuals were appointed to the board of directors of Masonite: Fei Adams, Bradley Link and Andromeda Myers evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Robert J. Byrne departed as Director at MASONITE INTERNATIONAL CORP. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Jay I. Steinfeld departed as Director at MASONITE INTERNATIONAL CORP. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Jonathan F. Foster departed as Director at MASONITE INTERNATIONAL CORP. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Howard C. Heckes departed as Director at MASONITE INTERNATIONAL CORP. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Jody L. Bilney departed as Director at MASONITE INTERNATIONAL CORP. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Peter R. Dachowski departed as Director at MASONITE INTERNATIONAL CORP. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Fei Adams was appointed as Director at MASONITE INTERNATIONAL CORP. - Action: appointed - Role: Director source text: the following individuals were appointed to the board of directors of Masonite: Fei Adams, Bradley Link and Andromeda Myers evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Francis M. Scricco departed as Director at MASONITE INTERNATIONAL CORP. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Andromeda Myers was appointed as Director at MASONITE INTERNATIONAL CORP. - Action: appointed - Role: Director source text: the following individuals were appointed to the board of directors of Masonite: Fei Adams, Bradley Link and Andromeda Myers evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Barry A. Ruffalo departed as Director at MASONITE INTERNATIONAL CORP. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Howard C. Heckes departed as President and Chief Executive Officer at MASONITE INTERNATIONAL CORP. - Action: ceased - Role: President and Chief Executive Officer source text: Mr. Heckes also ceased serving as President and Chief Executive Officer of Masonite. evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Executive change Daphne E. Jones departed as Director at MASONITE INTERNATIONAL CORP. - Action: ceased - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/893691/000119312524139523/0001193125-24-139523-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.