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 tender offer (the “Tender
Offer”) by Owens Corning and consent solicitation (the “Consent
Solicitation”) by Masonite, they have extended the expiration time
with respect to the Tender Offer and Consent Solicitation from 5:00
p.m., New York City time, on May 13, 2024 to 5:00 p.m., New York
City time, on May 14, 2024 (as the same may be further extended,
the “Expiration Time”), and that they have further extended the
early participation deadline from 5:00 p.m., New York City time, on
May 13, 2024 to 5:00 p.m., New York City time, on May 14, 2024 (as
the same may be further extended, the “Early Participation
Deadline”). All other terms of the Tender Offer and Consent
Solicitation remain as set forth in the Statement (as defined
below). As previously announced, the requisite consents have been
received to adopt certain amendments to the indenture (the
“Masonite Indenture”) governing the notes issued by Masonite
subject to the Tender Offer and Consent Solicitation (the “Masonite
Notes”) to eliminate certain of the covenants, restrictive
provisions and events of default from such indenture (the “Proposed
Amendments”).
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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”).
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 (as amended to date,
the “Statement”), as amended by this news release, which are
conditioned upon the consummation of the Arrangement and the
satisfaction or waiver of other conditions described in the
Statement. As a result, the Expiration Time may be extended one or
more times. 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. Accordingly, previously
tendered Masonite Notes and previously delivered consents may no
longer be withdrawn or revoked, except where additional withdrawal
rights are required by law.
As of 5:00 p.m., New York City time, on May 13, 2024, according
to Global Bondholder Services Corporation, the Depositary and
Information Agent for the Tender Offer and the Consent
Solicitation, the principal amount of 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 Tender Offer and the Consent Solicitation.
Title of Series
CUSIP / ISIN Nos. of Masonite
Notes
Aggregate Principal Amount
Outstanding
Masonite Notes Tendered and
Consents Delivered at 5:00 p.m., New York City time, on May 13,
2024
Principal Amount
Percentage
5.375% Senior Notes due 2028
144A CUSIP:
575385AD1
144A ISIN: US575385AD19
Reg. S CUSIP: C5389UAL4
Reg. S ISIN: USC5389UAL47
$500,000,000
$471,270,000
94.25%
Masonite and the trustee under the Masonite Indenture have
executed a supplemental indenture to the Masonite Indenture to
effect the Proposed Amendments. However, the Proposed Amendments
will not become operative unless and until (i) the Masonite Notes
that are validly tendered (and not validly withdrawn) have been
accepted for purchase and paid for by Owens Corning in accordance
with the terms of the Tender 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 Statement
have been satisfied or waived by Owens Corning.
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 Tender
Offer and Consent Solicitation, the Tender 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
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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
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