Owens Corning - Tender Offer & Consent Solicitation 2024 (US) - Extension and Results

OWENS CORNING AND MASONITE EXTEND EARLY PARTICIPATION DEADLINE AND ANNOUNCE SUCCESSFUL RESULTS OF EARLY PARTICIPATION IN TENDER OFFER AND CONSENT SOLICITATION - US575385AD19 - USC5389UAL47

26 APRIL 2024

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

"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 early participation deadline with respect to the Tender Offer and Consent Solicitation from 5:00 p.m., New York City time, on April 26, 2024 to 5:00 p.m. New York City time, on May 13, 2024, which is the same time and date as the Expiration Time (as defined below) of the Tender Offer and Consent Solicitation.

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 (the “Statement”), as amended by this news release. Except as set forth herein, all other terms and conditions of the Tender Offer and Consent Solicitation described in the Statement remain unchanged.

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 (the “Withdrawal Deadline”). Accordingly, previously tendered Masonite Notes and previously delivered consents may no longer be withdrawn or revoked, except where additional withdrawal rights are required by law. The Tender Offer and Consent Solicitation are scheduled to expire at 5:00 p.m., New York City time, on May 13, 2024, unless such date is extended or the Tender Offer and Consent Solicitation are earlier terminated (such date and time, as the same may be extended, the “Expiration Time”). Owens Corning and Masonite reserve the right to terminate, withdraw, extend or further amend the Tender Offer and Consent Solicitation as described in the Statement.

In addition, Owens Corning and Masonite today announced that the requisite consents to adopt the proposed amendments described in the Statement (the “Proposed Amendments”) to the indenture (the “Masonite Indenture”) governing the 5.375% Senior Notes due 2028 issued by Masonite (the “Masonite Notes”) have been received. 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 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.

Holders of Masonite Notes (“Holders”) may not deliver consents to the Proposed Amendments in the Consent Solicitation without tendering Masonite Notes in the Tender Offer, and may not tender Masonite Notes in the Tender Offer without delivering consents to the Proposed Amendments in the Consent Solicitation. The consent results are based on early tenders in the Tender 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 the Withdrawal Deadline, 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.

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OWENS CORNING COMMENCES TENDER OFFER AND MASONITE COMMENCES CONSENT SOLICITATION - US575385AD19 - USC5389UAL47

15 APRIL 2024

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

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 purchase for cash (the “Tender Offer”) any and all outstanding 5.375% Senior Notes due 2028 issued by Masonite (the “Masonite Notes”) in connection with Owens Corning’s anticipated acquisition of Masonite. In conjunction with the Tender Offer, Masonite is soliciting consents (the “Consent Solicitation”) to adopt certain proposed amendments to the indenture governing the Masonite Notes (the “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 Tender Offer Consideration, Early Participation Payment, and Total Consideration (each as defined below) for the Masonite Notes:

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