Owens Corning and Masonite Announce the Extension of the Expiration Time and Early Participation Deadline for Tender Offer and Consent Solicitation
Owens Corning (NYSE: OC) and Masonite International (NYSE: DOOR) have announced the extension of the expiration time and early participation deadline for their Tender Offer and Consent Solicitation. The new deadlines are now 5:00 p.m., New York City time, on May 14, 2024. All other terms remain unchanged. This extension follows the receipt of requisite consents to amend the indenture governing Masonite's notes, eliminating certain covenants and provisions. The Tender Offer and Consent Solicitation are part of Owens Corning's acquisition of Masonite, with both companies retaining the right to amend terms. As of May 13, 2024, $471.27 million of Masonite Notes have been tendered, representing 94.25% of the total principal amount. The amendments will become effective upon the consummation of the acquisition and satisfaction of other conditions.
- Extension of the expiration time and early participation deadline provides more flexibility for investors.
- 94.25% of Masonite Notes have been tendered, showing strong participation.
- Requisite consents received to amend the indenture, eliminating restrictive covenants.
- Owens Corning's acquisition of Masonite is progressing, with the Tender Offer and Consent Solicitation being key steps.
- Extension of deadlines suggests potential delays in the acquisition process.
- Previously tendered notes and delivered consents can no longer be withdrawn, potentially causing investor dissatisfaction.
- The effectiveness of the amendments is contingent on the completion of the acquisition and other conditions, introducing uncertainty.
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.,
As of 5:00 p.m.,
Title of Series |
CUSIP / ISIN Nos. of
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Aggregate Principal
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Masonite Notes Tendered and
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Principal Amount |
Percentage |
||
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144A CUSIP:
575385AD1
144A ISIN:
Reg. S CUSIP:
Reg. S ISIN:
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|
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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
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
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
View source version on businesswire.com: https://www.businesswire.com/news/home/20240513377930/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
Source: Owens Corning
FAQ
What is the new expiration time for Owens Corning's Tender Offer?
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