Introductory Note
On May 15, 2024, the acquisition of Masonite International Corporation, a British Columbia corporation (“Masonite”), was completed pursuant to the terms of the previously announced Arrangement Agreement, dated as of February 8, 2024 (the “Arrangement Agreement”), by and among Masonite, Owens Corning, a Delaware corporation (“Owens Corning”) and MT Acquisition Co ULC, a British Columbia unlimited liability company and an indirect wholly owned subsidiary of Owens Corning (“Purchaser”).
Pursuant to the Arrangement Agreement, at the effective time of the Arrangement (the “Effective Time”), each issued and outstanding common share, no par value, of Masonite (each, a “Masonite Common Share”), other than any Masonite Common Shares that were held by Masonite or any of its subsidiaries or Owens Corning, Purchaser or any other subsidiary of 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 (each, a “Masonite RSU Award”) and each performance-based Masonite restricted share unit award (each, a “Masonite PRSU Award”) that was held by an employee and did not vest at the Effective Time by its terms, was converted at the Effective Time into a time-vesting restricted share unit award in respect of common stock of Owens Corning of equivalent value. The number of Masonite Common Shares subject to Masonite PRSU Awards was determined (x) with respect to performance periods that were completed as of the Effective Time, based on actual performance, and (y) with respect to performance periods that were incomplete as of the Effective Time, with performance goals deemed achieved at 122% of the target level (or, in the case of Masonite PRSU Awards that do not have a target level, such performance goals were deemed fully satisfied).
| 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 from time to time party thereto, Wells Fargo Bank, National Association, as administrative agent and the other parties party thereto, in each case, were repaid and all commitments under the ABL Credit Agreement were terminated.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The description of the effects of the Arrangement Agreement and the transactions contemplated by the Arrangement Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Arrangement Agreement, which was filed as Exhibit 2.1 to Masonite’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 9, 2024 and which is incorporated herein by reference.