NYSE:DOOR

Owens Corning and Masonite Announce Successful Results of Early Participation in and Amend the Terms of Exchange Offer and Consent Solicitation

Retrieved on: 
水曜日, 5月 15, 2024

The New Owens Corning Notes will accrue interest from (and including) February 15, 2024, the most recent interest payment date on which interest has been paid by Masonite on the Existing Masonite Notes accepted in the Exchange Offer and Consent Solicitation.

Key Points: 
  • The New Owens Corning Notes will accrue interest from (and including) February 15, 2024, the most recent interest payment date on which interest has been paid by Masonite on the Existing Masonite Notes accepted in the Exchange Offer and Consent Solicitation.
  • No accrued and unpaid interest will be paid by Masonite with respect to Existing Masonite Notes tendered and accepted for exchange.
  • Owens Corning has engaged Morgan Stanley & Co. LLC as Lead Dealer Manager and Solicitation Agent and Wells Fargo Securities, LLC as Co-Dealer Manager and Solicitation Agent for the Exchange Offer.
  • The New Owens Corning Notes have not been registered under the Securities Act or any state securities laws.

Owens Corning and Masonite Announce the Extension of the Expiration Time and Early Participation Deadline for Tender Offer and Consent Solicitation

Retrieved on: 
火曜日, 5月 14, 2024

All other terms of the Tender Offer and Consent Solicitation remain as set forth in the Statement (as defined below).

Key Points: 
  • All other terms of the Tender Offer and Consent Solicitation remain as set forth in the Statement (as defined below).
  • The settlement date for the Tender Offer and Consent Solicitation will be promptly after the Expiration Time.
  • Owens Corning and Masonite reserve the right to terminate, withdraw, amend or extend the Tender Offer and Consent Solicitation, including to extend the Expiration Time without extending the Early Participation Deadline, as described in the Statement.
  • The deadline to withdraw Masonite Notes and revoke related consents tendered and delivered in the Tender Offer and Consent Solicitation was 5:00 p.m., New York City time, on April 26, 2024, which deadline has not been extended.

Masonite International Corporation Reports First Quarter Results

Retrieved on: 
月曜日, 5月 6, 2024

SG&A as a percentage of net sales increased 880 basis points to 23% compared to the first quarter of 2023.

Key Points: 
  • SG&A as a percentage of net sales increased 880 basis points to 23% compared to the first quarter of 2023.
  • During the first quarter, Masonite did not repurchase any shares of stock.
  • In light of this pending transaction, Masonite does not plan to hold a live conference call to discuss first quarter results.
  • Additional information on the Company's results can be found on our Form 10-Q to be filed with the Securities and Exchange Commission on May 7, 2024.

Owens Corning Commences Exchange Offer and Masonite Commences Consent Solicitation

Retrieved on: 
水曜日, 5月 1, 2024

Owens Corning and Masonite are making the Exchange Offer and Consent Solicitation pursuant to the terms of and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated May 1, 2024 (the “Statement”).

Key Points: 
  • Owens Corning and Masonite are making the Exchange Offer and Consent Solicitation pursuant to the terms of and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated May 1, 2024 (the “Statement”).
  • Eligible Holders may not deliver consents to the Proposed Amendments in the Consent Solicitation without tendering Existing Masonite Notes in the Exchange Offer, and may not tender Existing Masonite Notes in the Exchange Offer without delivering consents in the Consent Solicitation.
  • To the extent any Existing Masonite Notes are not tendered and accepted in the Exchange Offer and Consent Solicitation, Owens Corning or Masonite may purchase any outstanding Existing Masonite Notes in the open market, in privately negotiated transactions, through one or more additional tender or exchange offers, by redemption or otherwise.
  • The New Owens Corning Notes will not be guaranteed by any of Owens Corning’s subsidiaries, including Masonite and its subsidiaries that guarantee the Existing Masonite Notes.

Owens Corning Announces Expiration of Hart-Scott-Rodino Waiting Period for Planned Acquisition of Masonite

Retrieved on: 
月曜日, 4月 29, 2024

Owens Corning (NYSE: OC), a leader in global building and construction materials, today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) in connection with the company’s previously announced acquisition of Masonite International Corporation (“Masonite”) (NYSE: DOOR).

Key Points: 
  • Owens Corning (NYSE: OC), a leader in global building and construction materials, today announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) in connection with the company’s previously announced acquisition of Masonite International Corporation (“Masonite”) (NYSE: DOOR).
  • The expiration of the waiting period occurred at 11:59 p.m. on April 26, 2024.
  • The expiration of the HSR Act waiting period satisfies a closing condition for the transaction.
  • Masonite previously announced that its shareholders voted to approve the company’s acquisition by Owens Corning at its Special Meeting of Shareholders.

Owens Corning and Masonite Extend Early Participation Deadline and Announce Successful Results of Early Participation in Tender Offer and Consent Solicitation

Retrieved on: 
金曜日, 4月 26, 2024

Except as set forth herein, all other terms and conditions of the Tender Offer and Consent Solicitation described in the Statement remain unchanged.

Key Points: 
  • Except as set forth herein, all other terms and conditions of the Tender Offer and Consent Solicitation described in the Statement remain unchanged.
  • The deadline to withdraw Masonite Notes and revoke related consents tendered and delivered in the Tender Offer and Consent Solicitation was 5:00 p.m., New York City time, on April 26, 2024, which deadline has not been extended (the “Withdrawal Deadline”).
  • Owens Corning and Masonite reserve the right to terminate, withdraw, extend or further amend the Tender Offer and Consent Solicitation as described in the Statement.
  • Holders of Masonite Notes (“Holders”) may not deliver consents to the Proposed Amendments in the Consent Solicitation without tendering Masonite Notes in the Tender Offer, and may not tender Masonite Notes in the Tender Offer without delivering consents to the Proposed Amendments in the Consent Solicitation.

Masonite Shareholders Approve Transaction with Owens Corning

Retrieved on: 
木曜日, 4月 25, 2024

Masonite International Corporation (NYSE: DOOR) (“Masonite”) today announced that its shareholders have voted to approve the Company’s proposed transaction with Owens Corning at its Special Meeting of Shareholders.

Key Points: 
  • Masonite International Corporation (NYSE: DOOR) (“Masonite”) today announced that its shareholders have voted to approve the Company’s proposed transaction with Owens Corning at its Special Meeting of Shareholders.
  • As previously announced, under the terms of the transaction, Masonite shareholders will receive $133.00 per share in cash in connection with the closing of the transaction.
  • Howard Heckes, President and Chief Executive Officer of Masonite, said, “We thank our shareholders for their overwhelming support of this transaction.
  • Together with Owens Corning, we will be even better positioned to continue transforming the door industry through the execution of our proven Doors That Do More™ strategy.

Masonite Announces Sale of Architectural Business Segment

Retrieved on: 
水曜日, 4月 24, 2024

Masonite International Corporation (NYSE: DOOR) today announced that it has entered into a definitive agreement for the sale of all assets associated with the company’s Architectural segment to subsidiaries of IBP Solutions, Inc., a newly formed portfolio company of Industrial Opportunity Partners.

Key Points: 
  • Masonite International Corporation (NYSE: DOOR) today announced that it has entered into a definitive agreement for the sale of all assets associated with the company’s Architectural segment to subsidiaries of IBP Solutions, Inc., a newly formed portfolio company of Industrial Opportunity Partners.
  • The transaction is expected to close in the second quarter of 2024 and is subject to customary closing conditions.
  • Houlihan Lokey, Inc. acted as Masonite’s financial advisor on the transaction.

Owens Corning Commences Tender Offer and Masonite Commences Consent Solicitation

Retrieved on: 
月曜日, 4月 15, 2024

Owens Corning and Masonite are making the Tender Offer and Consent Solicitation pursuant to the terms of and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated April 15, 2024 (the “Statement”).

Key Points: 
  • Owens Corning and Masonite are making the Tender Offer and Consent Solicitation pursuant to the terms of and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated April 15, 2024 (the “Statement”).
  • Holders may not deliver consents to the Proposed Amendments in the Consent Solicitation without tendering Masonite Notes in the Tender Offer, and may not tender Masonite Notes in the Tender Offer without delivering consents to the Proposed Amendments in the Consent Solicitation.
  • The Tender Offer and Consent Solicitation are conditioned upon, among other conditions, the consummation of the pending acquisition of Masonite by Owens Corning pursuant to the Arrangement Agreement, dated as of February 8, 2024 (as it may be amended, the “Arrangement Agreement”), by and among Owens Corning, MT Acquisition Co ULC, a wholly owned subsidiary of Owens Corning (“Purchaser”), and Masonite, which condition cannot be waived.
  • Owens Corning has engaged Morgan Stanley & Co. LLC as Lead Dealer Manager and Solicitation Agent and Wells Fargo Securities, LLC as Co-Dealer Manager and Solicitation Agent for the Tender Offer.

Masonite Announces Date of First Quarter 2024 Earnings Release

Retrieved on: 
月曜日, 4月 8, 2024

Masonite International Corporation (NYSE: DOOR) today announced it will release first quarter 2024 financial results on Monday, May 6, 2024.

Key Points: 
  • Masonite International Corporation (NYSE: DOOR) today announced it will release first quarter 2024 financial results on Monday, May 6, 2024.
  • Due to the pending transaction with Owens Corning previously announced on February 9, 2024, Masonite will not hold a live conference call to discuss its financial results.
  • The transaction remains on track to close mid-2024, subject to Masonite shareholder approval, regulatory approvals, and other customary closing conditions.
  • Additional information on the Company's results and the pending transaction are available at the SEC’s website at http://www.sec.gov and in our Quarterly Report on Form 10-Q expected to be filed with the SEC by May 8, 2024.