Owens Corning (NYSE: OC), a leader in global building and
construction materials, and Masonite International Corporation
(“Masonite”) (NYSE: DOOR), a leading global provider of interior
and exterior doors and door systems, today announced that, in
connection with the previously announced exchange offer (the
“Exchange Offer”) by Owens Corning and consent solicitation (the
“Consent Solicitation”) by Masonite, the requisite consents to
adopt the proposed amendments described in the Statement (as
defined below) (the “Proposed Amendments”) to the indenture (the
“Masonite Indenture”) governing Masonite’s 3.50% Senior Notes due
2030 (the “Existing Masonite Notes”) have been received as of 5:00
p.m., New York City time, on May 14, 2024 (the “Withdrawal
Deadline”). As a result, Masonite, the guarantors party thereto and
the trustee under the Masonite Indenture (the “Masonite Trustee”)
will promptly execute a supplemental indenture to the Masonite
Indenture containing the Proposed Amendments. As previously
announced, Owens Corning, MT Acquisition Co ULC, a wholly owned
subsidiary of Owens Corning (“Purchaser”), and Masonite have
entered into an Arrangement Agreement, dated as of February 8, 2024
(as it may be amended, the “Arrangement Agreement”), providing for,
among other things and subject to the terms and conditions of the
Arrangement Agreement, the acquisition of all of Masonite’s issued
and outstanding common shares by Purchaser (the “Arrangement”).
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20240514644283/en/
The supplemental indenture containing the Proposed Amendments
will be effective upon execution but will not become operative
unless and until (i) the Existing Masonite Notes that are validly
tendered (and not validly withdrawn) have been accepted for
exchange by Owens Corning in accordance with the terms of the
Exchange Offer and Consent Solicitation, and (ii) the Arrangement
has been consummated and all of the other conditions of the Consent
Solicitation set forth in the offering memorandum and consent
solicitation statement dated May 1, 2024 (the “Statement”) have
been satisfied or waived by Owens Corning.
In addition, Owens Corning and Masonite today announced that
they have amended the terms of the Exchange Offer and Consent
Solicitation to increase the consideration due to Eligible Holders
(as defined below) that validly tender their Existing Masonite
Notes and validly deliver their related consents after the Early
Participation Deadline and at or before the Expiration Time (each
as defined below) and whose Existing Masonite Notes are accepted
for exchange so that such Eligible Holders will be eligible to
receive the Exchange Consideration and the Early Tender Premium
(each as defined below). For the avoidance of doubt, such Eligible
Holders that validly tender their Existing Masonite Notes and
validly deliver their related consents after the Early
Participation Deadline and at or before the Expiration Time and
whose Existing Masonite Notes are accepted for exchange will not be
eligible to receive the Consent Payment (as defined below). Owens
Corning and Masonite reserve the right to terminate, withdraw,
extend or further amend the Exchange Offer and Consent Solicitation
as described in the Statement.
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 Statement, as amended by this news
release. Except as set forth herein, all other terms and conditions
of the Exchange Offer and Consent Solicitation described in the
Statement remain unchanged.
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 to
the Proposed Amendments in the Consent Solicitation. The consent
results below are based on early tenders in the Exchange Offer,
which tenders are deemed also to constitute the delivery of
consents in the Consent Solicitation made by Masonite to adopt the
Proposed Amendments.
As of 5:00 p.m., New York City time, on May 14, 2024 (the “Early
Participation Deadline”), according to Global Bondholder Services
Corporation, the Exchange Agent and Information Agent for the
Exchange Offer and the Consent Solicitation, the principal amount
of Existing Masonite Notes set forth in the table below had been
validly tendered and not validly withdrawn (and consents thereby
deemed validly given and not validly revoked) in the Exchange Offer
and the Consent Solicitation.
Title of Series
CUSIP / ISIN Nos. of Existing
Masonite Notes
Aggregate Principal
Amount Outstanding
Existing Masonite Notes
Tendered and Consents Delivered at Early Participation
Deadline
Principal Amount
Percentage
3.50% Senior Notes due 2030
144A CUSIP:
575385 AE9
144A ISIN:
US575385AE91
Reg. S CUSIP:
C5389U AM2
Reg. S ISIN:
USC5389UAM20
$375,000,000
$373,155,000
99.51%
Eligible Holders that validly tendered (and did not validly
withdraw) their Existing Masonite Notes and validly delivered (and
did not validly revoke) related consents at or prior to 5:00 p.m.,
New York City time, on May 14, 2024 (the “Early Participation
Deadline”), and Eligible Holders that validly tender their Existing
Masonite Notes and validly deliver related consents at or prior to
5:00 p.m., New York City time, on May 30, 2024, unless such date is
extended or the Exchange Offer and Consent Solicitation are earlier
terminated (such date and time, as the same may be extended, the
“Expiration Time”), and whose Existing Masonite Notes are accepted
for exchange by Owens Corning will be entitled to receive the Total
Consideration or Exchange Consideration, respectively, for their
Existing Masonite Notes, subject to the terms and conditions
contained in the Statement, as amended by this news release.
For each $1,000 principal amount of Existing Masonite Notes
validly tendered at or before the Early Participation Deadline and
not validly withdrawn, Eligible Holders of such Existing Masonite
Notes accepted for exchange will be eligible to receive $1,000
principal amount of new 3.50% Senior Notes due 2030 of Owens
Corning (the “New Owens Corning Notes”) and $2.50 in cash (the
“Total Consideration”), which includes a payment in cash of $2.50
per $1,000 principal amount of Existing Masonite Notes accepted for
exchange (the “Consent Payment”) and an early tender premium,
payable in New Owens Corning Notes, equal to $30.00 per $1,000
principal amount of Existing Masonite Notes accepted for exchange
(the “Early Tender Premium”). For each $1,000 principal amount of
Existing Masonite Notes validly tendered after the Early
Participation Deadline and at or before the Expiration Time,
Eligible Holders of such Existing Masonite Notes accepted for
exchange will be eligible to receive $970 principal amount of New
Owens Corning Notes (the “Exchange Consideration”) plus the Early
Tender Premium, but will not be eligible to receive the Consent
Payment. 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. Except as set forth above and for payments made on
scheduled interest payment dates under the terms of the New Owens
Corning Notes, no accrued but unpaid interest will be paid by Owens
Corning with respect to Existing Masonite Notes tendered for
exchange and not validly withdrawn. Scheduled interest payments on
Existing Masonite Notes will continue to be made by Masonite in
accordance with the terms of the Existing Masonite Notes, including
while they are deposited with the Exchange Agent if any such
scheduled interest payment date occurs while they are so deposited.
An Eligible Holder will remain entitled to all interest accrued on
the Existing Masonite Notes during the period such Existing
Masonite Notes are deposited with the Exchange Agent; however, upon
acceptance for exchange by Owens Corning of Existing Masonite Notes
that have been tendered and not validly withdrawn pursuant to the
Exchange Offer, Eligible Holders of such Existing Masonite Notes
will be deemed to have waived the right to receive any payment from
Masonite in respect of interest accrued from the date of the last
interest payment date on which interest has been paid on such
Existing Masonite Notes. No accrued and unpaid interest will be
paid by Masonite with respect to Existing Masonite Notes tendered
and accepted for exchange.
Because the Exchange Offer and Consent Solicitation are subject
to the satisfaction of, among other conditions, the consummation of
the Arrangement, Eligible Holders will not receive the Total
Consideration (including the Consent Payment and the Early Tender
Premium) or Exchange Consideration and Early Tender Premium, as
applicable, unless the Arrangement is consummated. The Total
Consideration and Exchange Consideration with respect to Existing
Masonite Notes that have been validly tendered and not validly
withdrawn on or before the Early Participation Deadline or
Expiration Time, as applicable, and accepted for exchange will be
paid by Owens Corning on the applicable Settlement Date (as defined
below).
The “Early Settlement Date” will be, at Owens Corning’s option,
any time after the Early Participation Deadline and prior to the
Expiration Time, subject to the satisfaction or waiver of all
conditions to consummation of the Exchange Offer and the Consent
Solicitation, including the consummation of the Arrangement. The
“Final Settlement Date” will be promptly after the Expiration Time
(expected to be within two business days after the Expiration
Time). We refer to the Early Settlement Date and the Final
Settlement Date as the “Settlement Date,” as applicable. 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.
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. Copies of the Statement may be obtained from Global
Bondholder Services Corporation, the Exchange Agent and Information
Agent, by phone at (855) 654-2015 (toll-free) or (212) 430-3774
(collect for banks and brokers) or by email at
contact@gbsc-usa.com. Please direct questions regarding the
Exchange Offer to Morgan Stanley & Co. LLC at (800) 624-1808
(toll-free) or (212) 761-1057 (collect for banks and brokers).
The Statement and other documents relating to the Exchange Offer
and Consent Solicitation will only be distributed to Eligible
Holders of Existing Masonite Notes who complete and return an
eligibility form confirming that they are either (a) a “Qualified
Institutional Buyer” as that term is defined in Rule 144A under the
Securities Act of 1933, as amended (“Securities Act”), or (b) a
person that is outside the “United States” and is (i) not a “U.S.
person,” as those terms are defined in Rule 902 under the
Securities Act and (ii) a “non-U.S. qualified offeree” (as defined
in the Statement) (such holders, the “Eligible Holders”). Eligible
Holders of Existing Masonite Notes who desire to obtain and
complete an eligibility form should either visit the website for
this purpose at https://gbsc-usa.com/eligibility/owenscorning or
call Global Bondholder Services Corporation, the Exchange Agent and
Information Agent for the Exchange Offer and Consent Solicitation,
at (855) 654-2015 (toll-free) or (212) 430-3774 (collect for banks
and brokers).
The New Owens Corning Notes have not been registered under the
Securities Act or any state securities laws. Therefore, the New
Owens Corning Notes may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable
state securities laws.
About Owens Corning
Owens Corning is a global building and construction materials
leader committed to building a sustainable future through material
innovation. Our three integrated businesses – Roofing, Insulation,
and Composites – provide durable, sustainable, energy-efficient
solutions that leverage our unique material science, manufacturing,
and market knowledge to help our customers win and grow. We are
global in scope, human in scale with approximately 18,000 employees
in 30 countries dedicated to generating value for our customers and
shareholders and making a difference in the communities where we
work and live. Founded in 1938 and based in Toledo, Ohio, USA,
Owens Corning posted 2023 sales of $9.7 billion.
About Masonite
Masonite is a leading global designer, manufacturer, marketer
and distributor of interior and exterior doors and door systems for
the new construction and repair, renovation and remodeling sectors
of the residential and non-residential building construction
markets. Since 1925, Masonite has provided its customers with
innovative products and superior service at compelling values.
Masonite currently serves approximately 6,600 customers
globally.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements present our current forecasts and estimates of future
events. These statements do not strictly relate to historical or
current results and can be identified by words such as
“anticipate,” “appear,” “assume,” “believe,” “estimate,” “expect,”
“forecast,” “intend,” “likely,” “may,” “plan,” “project,” “seek,”
“should,” “strategy,” “will,” “can,” “could,” “predict,” “future,”
“potential,” “intend,” “forecast,” “look,” “build,” “focus,”
“create,” “work,” “continue,” “target,” “poised,” “advance,”
“drive,” “aim,” “approach,” “seek,” “schedule,” “position,”
“pursue,” “progress,” “budget,” “outlook,” “trend,” “guidance,”
“commit,” “on track,” “objective,” “goal,” “opportunity,”
“ambitions,” “aspire” and variations of negatives of such terms or
variations thereof. Other words and terms of similar meaning or
import in connection with any discussion of future plans, actions,
events or operating, financial or other performance identify
forward-looking statements.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements regarding
the transactions contemplated by the Arrangement Agreement,
including the Arrangement (the “Transaction”), including the
expected time period to consummate the Transaction, the anticipated
benefits (including synergies) of the Transaction and integration
and transition plans, opportunities, anticipated future
performance, expected share buyback programs and expected
dividends. All such forward-looking statements are based upon
current plans, estimates, expectations and ambitions that are
subject to risks, uncertainties, assumptions and other factors,
many of which are beyond the control of Masonite and Owens Corning,
that could cause actual results to differ materially from the
results projected in such forward-looking statements. These risks,
uncertainties, assumptions and other factors include, without
limitation: the expected timing and structure of the Transaction;
the ability of the parties to complete the Transaction; the
expected benefits of the Transaction, such as improved operations,
enhanced revenues and cash flow, synergies, growth potential,
market profile, business plans, expanded portfolio and financial
strength; the ability of Owens Corning to successfully integrate
the operations of Masonite and to achieve expected synergies; cost
reductions and/or productivity improvements, including the risk
that problems may arise which may result in the combined company
not operating as effectively and efficiently as expected; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Arrangement Agreement; the risk
that the anticipated tax treatment of the Transaction is not
obtained; the risk that the parties may not be able to satisfy the
conditions to the Transaction in a timely manner or at all; risks
related to disruption of management time from ongoing business
operations due to the Transaction; the risk that any announcements
relating to the Transaction could have adverse effects on the
market price of Masonite’s or Owens Corning’s common shares; the
risk that the Transaction and its announcement could have an
adverse effect on the parties’ business relationships and
businesses generally, including the ability of Masonite and Owens
Corning to retain customers and retain and hire key personnel and
maintain relationships with their suppliers and customers, and on
their operating results and businesses generally; unexpected future
capital expenditures; potential litigation relating to the
Transaction that could be instituted against Masonite and/or Owens
Corning or their respective directors and/or officers; third party
contracts containing material consent, anti-assignment, transfer or
other provisions that may be related to the Transaction which are
not waived or otherwise satisfactorily resolved; the competitive
ability and position of Owens Corning following completion of the
Transaction; legal, economic and regulatory conditions, and any
assumptions underlying any of the foregoing; levels of residential
and commercial or industrial construction activity; demand for
Masonite and Owens Corning products; industry and economic
conditions including, but not limited to, supply chain disruptions,
recessionary conditions, inflationary pressures, interest rate and
financial market volatility and the viability of banks and other
financial institutions; availability and cost of energy and raw
materials; levels of global industrial production; competitive and
pricing factors; relationships with key customers and customer
concentration in certain areas; issues related to acquisitions,
divestitures and joint ventures or expansions; various events that
could disrupt operations, including climate change, weather
conditions and storm activity such as droughts, floods, avalanches
and earthquakes, cybersecurity attacks, security threats and
governmental response to them, and technological changes;
legislation and related regulations or interpretations, in the
United States or elsewhere; domestic and international economic and
political conditions, policies or other governmental actions, as
well as war and civil disturbance; changes to tariff, trade or
investment policies or laws; uninsured losses, including those from
natural disasters, catastrophes, pandemics, theft or sabotage;
environmental, product-related or other legal and regulatory
unforeseen or unknown liabilities, proceedings or actions; research
and development activities and intellectual property protection;
issues involving implementation and protection of information
technology systems; foreign exchange and commodity price
fluctuations; levels of indebtedness, liquidity and the
availability and cost of credit; rating agency actions and
Masonite’s and Owens Corning’s ability to access short- and
long-term debt markets on a timely and affordable basis; the level
of fixed costs required to run Masonite’s and Owens Corning’s
businesses; levels of goodwill or other indefinite-lived intangible
assets; labor disputes or shortages, changes in labor costs and
labor difficulties; effects of industry, market, economic, legal or
legislative, political or regulatory conditions outside of
Masonite’s or Owens Corning’s control; and other factors detailed
from time to time in Masonite’s and Owens Corning’s SEC
filings.
All forward-looking statements in this communication should be
considered in the context of the risks and other factors described
above and in the specific factors discussed under the heading “Risk
Factors” in both Masonite’s and Owens Corning’s most recent Annual
Report on Form 10-K filed with the SEC, in each case as these risk
factors are amended or supplemented by subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. Masonite’s reports
that are filed with the SEC are available on Masonite’s website at
https://investor.masonite.com/ and on the SEC’s website at
http://www.sec.gov, and Owens Corning’s reports that are filed with
the SEC are available on Owens Corning’s website at
https://investor.owenscorning.com/investors and on the SEC website
at http://www.sec.gov. Any forward-looking statements speak only as
of the date the statement is made and neither Owens Corning nor
Masonite undertake any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. It is not
possible to identify all of the risks, uncertainties and other
factors that may affect future results. In light of these risks and
uncertainties, the forward-looking events and circumstances
discussed herein may not occur and actual results may differ
materially from those anticipated or implied in the forward-looking
statements. Accordingly, readers are cautioned not to place undue
reliance on any forward-looking statements.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to purchase, or the solicitation of an offer to sell, or the
solicitation of tenders or consents with respect to any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In the case of the
Exchange Offer and Consent Solicitation, the Exchange Offer and
Consent Solicitation are being made solely pursuant to the
Statement and only to such persons and in such jurisdictions as is
permitted under applicable law.
Owens Corning Company News / Owens Corning Investor Relations
News
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240514644283/en/
Owens Corning
Amber Wohlfarth VP, Corporate Affairs & Investor Relations
amber.wohlfarth@owenscorning.com 419.248.5639
Megan James Director, Media Relations
megan.james@owenscorning.com 419.348.0768
Masonite
Richard Leland VP, Finance and Treasurer rleland@masonite.com
813.739.1808
Marcus Devlin Director, Investor Relations mdevlin@masonite.com
813.371.5839
Tali Epstein/ Jim Golden/ Jude Gorman Collected Strategies
Masonite-CS@collectedstrategies.com
Masonite (NYSE:DOOR)
과거 데이터 주식 차트
부터 10월(10) 2024 으로 11월(11) 2024
Masonite (NYSE:DOOR)
과거 데이터 주식 차트
부터 11월(11) 2023 으로 11월(11) 2024
