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Owens Corning and Masonite - Exchange Offer 2024 (US) - Results

Owens Corning and Masonite Announce Successful Results of Early Participation in and Amend the Terms of Exchange Offer and Consent Solicitation - US575385AE91 - USC5389UAM20

14 MAY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Businesswire: Owens Corning and Masonite


"TOLEDO, Ohio & TAMPA, Fla.--(BUSINESS WIRE)--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”).


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will not become operative unless and until (i) the Existing Masonite Notes that are validly tendered (and not validly withdrawn) have been accepted for exchange by Owens Corning in accordance with the terms of the Exchange Offer and Consent Solicitation, and (ii) the Arrangement has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.



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Owens Corning and Masonite Announce the Extension of the Expiration Time and Early Participation Deadline for Tender Offer and Consent Solicitation - US575385AE91 - USC5389UAM20

13 MAY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Businesswire: Owens Corning and Masonite


"TOLEDO, Ohio & TAMPA, Fla.--(BUSINESS WIRE)--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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Owens Corning Commences Exchange Offer and Masonite Commences Consent Solicitation - US575385AE91 - USC5389UAM20

01 MAY 2024


Full announcement including disclaimers and offer/distribution restrictions available via Businesswire: Owens Corning and Masonite


TOLEDO, Ohio & TAMPA, Fla.--(BUSINESS WIRE)--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 Owens Corning has commenced an offer to exchange (the “Exchange Offer”) any and all outstanding 3.50% Senior Notes due 2030 issued by Masonite (the “Existing Masonite Notes”) for new notes to be issued by Owens Corning as set forth below (the “New Owens Corning Notes”), in connection with Owens Corning’s anticipated acquisition of Masonite. In conjunction with the Exchange Offer, Masonite is soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Existing Masonite Notes (the “Existing Masonite Indenture”) to eliminate certain of the covenants, restrictive provisions and events of default from such indenture (collectively, the “Proposed Amendments”).

The following table sets forth the amount of the Consent Payment, Exchange Consideration, Early Tender Premium and Total Consideration (each as defined below) for the Existing Masonite Notes:



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