Amendment: MasterBrand Inc. filed SEC Form 8-K: Financial Statements and Exhibits
$MBC
Home Furnishings
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2024
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(Exact name of registrant as specified in its Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
EXPLANATORY NOTE
On July 10, 2024, MasterBrand Cabinets LLC ("Merger Sub"), a Delaware limited liability company and a wholly-owned subsidiary of MasterBrand, Inc. a Delaware corporation (“MasterBrand” or the “Company”) completed its previously announced acquisition of Dura Investment Holdings LLC, a Delaware limited liability company (“Dura”), pursuant to an Agreement and Plan of Merger (the “Agreement”), dated as of May 20, 2024, as amended by Amendment No.1, dated July 9, 2024 (the "Amendment" and the Agreement as amended by the Amendment, the "Amended Merger Agreement").
Pursuant to the Amended Merger Agreement, MasterBrand acquired Dura for a purchase price of $520 million in cash, subject to customary adjustments as set forth in the Amended Merger Agreement, via a merger whereby Merger Sub merged with and into Dura (the “Merger”) with Dura surviving the Merger as a wholly-owned subsidiary of MasterBrand (the “Acquisition”).
On July 11, 2024, MasterBrand filed its Current Report on Form 8-K (the “Initial 8-K”) to report the completion of the Acquisition on July 10, 2024. Under Item 9.01 of the Initial 8-K, MasterBrand stated that (a) the financial statements of the business acquired required by Item 9.01(a) would be filed by amendment to the Initial 8-K no later than 71 calendar days after the date on which the Initial 8-K was required to be filed, and (b) the pro forma financial information required by Item 9.01(b) would be filed by amendment to the Initial 8-K no later than 71 calendar days after the date on which the Initial 8-K was required to be filed. Accordingly, this Current Report on Form 8-K/A amends Item 9.01 of the Initial 8-K to present certain financial statements and certain pro forma financial information. Except for this Explanatory Note, the filing of the financial statements and the pro forma financial information required by Item 9.01, and the consent of Deloitte & Touche LLP filed herewith as Exhibit 23.1, there are no changes to the Initial 8-K.
The unaudited pro forma condensed combined financial information included in this amendment to the Initial 8-K are presented for illustrative purposes only, contain a variety of adjustments, assumptions and estimates, and are not necessarily indicative of what the combined Company’s actual financial position or results of operations would have been had the Acquisition been completed on the date indicated. The combined Company’s actual results and financial position may differ materially and adversely from the unaudited pro forma condensed combined financial information included in this amendment to the Initial 8-K. Important factors that may affect actual results include, but are not limited to, risks and uncertainties relating the Company’s or Dura’s business, as applicable (including each company’s ability to achieve strategic goals, objectives, and targets over applicable periods), industry performance, and general business and economic conditions.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The audited financial statements of Dura as of and for the fiscal year ended December 31, 2023, including the related notes thereto, are filed herewith as Exhibit 99.1.
The unaudited financial statements of Dura as of and for the six months ended June 30, 2024, including the related notes thereto, are filed herewith as Exhibit 99.2.
(b) Pro forma financial information
The unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2024, and the unaudited pro forma condensed combined statements of operations of the Company for the twenty-six weeks ended June 30, 2024 and the fiscal year ended December 31, 2023, including the related notes thereto, giving effect to the Acquisition are filed herewith as Exhibit 99.3. The unaudited pro forma financial information gives effect to the Acquisition on the basis of, and subject to, the assumptions set forth in accordance with Article 11 of Regulation S-X.
(c) Exhibits
| Exhibit No. | Description | ||||||||||
Unaudited pro forma condensed combined balance sheet of the Company as of June 30, 2024, and the unaudited pro forma condensed combined statements of operations of the Company for the twenty-six weeks ended June 30, 2024 and the fiscal year ended December 31, 2023, including the related notes thereto. | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MasterBrand, Inc. | |||||||||||
| (Registrant) | |||||||||||
| Date: September 25, 2024 | By: | /s/ R. David Banyard, Jr. | |||||||||
| Name: | R. David Banyard, Jr. | ||||||||||
| Title: | President & Chief Executive Officer | ||||||||||