• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    Masonite International Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement

    5/14/24 9:41:03 PM ET
    $DOOR
    Forest Products
    Basic Materials
    Get the next $DOOR alert in real time by email
    8-K
    MASONITE INTERNATIONAL CORP Ontario L4K 2N6 Canada false 0000893691 0000893691 2024-05-14 2024-05-14

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, DC 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): May 14, 2024

     

     

     

    LOGO

    Masonite International Corporation

    (Exact name of registrant as specified in its charter)

     

     

     

    British Columbia, Canada   001-11796   98-0377314

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (IRS Employer

    Identification No.)

    2771 Rutherford Road

    Concord, Ontario L4K 2N6 Canada

    (Address of principal executive offices)

    (800) 895-2723

    (Registrant’s telephone number, including area code)

    NOT APPLICABLE

    (Former name or former address, if changed since last report)

     

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Common Stock (no par value)   DOOR   New York Stock Exchange
    (Title of class)   (Trading symbol)   (Name of exchange on which registered)

     

     

    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 (see General Instruction A.2. below):

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    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).

     

    ☐

    Emerging growth company

     

    ☐

    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.

     

     

     


    Item 1.01

    Entry into a Material Definitive Agreement.

    As previously disclosed, on May 1, 2024, Masonite International Corporation, a British Columbia corporation (“Masonite”), and Owens Corning, a Delaware corporation (“Owens Corning”), jointly issued a press release to announce, in connection with the anticipated acquisition of Masonite by Owens Corning, (i) the commencement of an offer (the “Offer to Exchange”) by Owens Corning to exchange any and all of Masonite’s 3.50% Senior Notes due 2030 (the “2030 Notes”), issued pursuant to that certain Indenture, dated as of July 26, 2021 (the “Base Indenture” and, as amended, supplemented or otherwise modified prior to the Supplemental Indenture defined below, the “Indenture”), among Masonite, the guarantors party thereto (the “Guarantors”) and Computershare Trust Company, N.A., as trustee (the “Trustee”), for new notes to be issued by Owens Corning, and (ii) a related consent solicitation by Masonite soliciting consents of holders of the 2030 Notes to adopt certain proposed amendments (the “Proposed Amendments”) to the Indenture to eliminate certain covenants, restrictive provisions and events of default from the Base Indenture (the “Consent Solicitation”). The Offer to Exchange and Consent Solicitation were each made to holders pursuant to the terms of and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated May 1, 2024 (the “Statement”).

    As of 5:00 p.m., New York City time, on May 14, 2024, $373,155,000 of the 2030 Notes, or approximately 99.51% of the outstanding principal amount thereof, were tendered and not validly withdrawn, and the related consents were delivered and not validly revoked, which amount was sufficient to constitute the requisite consents under the Indenture to approve the Proposed Amendments. On May 14, 2024, Masonite, the Guarantors and the Trustee accordingly entered into the Fourth Supplemental Indenture to the Indenture (the “Supplemental Indenture”) in order to adopt the Proposed Amendments.

    The Supplemental Indenture became effective upon execution. However, the Proposed Amendments will not become operative unless and until all conditions to the Consent Solicitation set forth in the Statement have been satisfied or waived, as applicable, including, among other conditions, (i) that the 2030 Notes that are validly tendered (and not validly withdrawn) have been accepted for exchange by Owens Corning in accordance with the terms of the Offer to Exchange and the Consent Solicitation set forth in the Statement and (ii) the consummation of the anticipated acquisition of Masonite by Owens Corning. As a result, the Proposed Amendments will have no force or effect unless and until all conditions set forth in the Statement have been satisfied or waived, as applicable, and all terms and conditions as set forth in the Indenture immediately prior to the execution of the Supplemental Indenture will continue to govern.

    The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

    This Form 8-K is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval 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.

     

    Item 9.01

    Financial Statements and Exhibits

     

    (d)

    Exhibits

     

    Exhibit

     No. 

        
    4.1    Fourth Supplemental Indenture, dated as of May 14, 2024, among Masonite International Corporation, the guarantors party thereto and Computershare Trust Company, N.A., to the Indenture, dated as of July 26, 2021, among Masonite, the guarantors party thereto and Computershare Trust Company, N.A.
    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.

     

        MASONITE INTERNATIONAL CORPORATION
    Date: May 14, 2024     By:  

    /s/ James C. Pelletier

        Name:   James C. Pelletier
        Title:   Senior Vice President, General Counsel and Corporate Secretary
    Get the next $DOOR alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $DOOR

    DatePrice TargetRatingAnalyst
    1/19/2024$115.00Outperform
    Oppenheimer
    12/19/2023$106.00 → $92.00Outperform → Neutral
    Robert W. Baird
    12/18/2023$92.00Outperform → Neutral
    Wedbush
    11/9/2023$130.00 → $93.00Overweight → Equal-Weight
    Stephens
    5/10/2023$95.00 → $105.00Sector Perform
    RBC Capital Mkts
    1/13/2023$91.00 → $89.00Outperform → Sector Perform
    RBC Capital Mkts
    8/18/2022$135.00Buy
    Deutsche Bank
    2/23/2022$153.00 → $142.00Outperform
    RBC Capital
    More analyst ratings

    $DOOR
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • MultiPlan Announces CFO Transition

      MultiPlan Corporation ("MultiPlan" or the "Company") (NYSE:MPLN), a leading value-added provider of data analytics and technology-enabled end-to-end cost management, as well as payment and revenue integrity solutions to the U.S. healthcare industry, announced today its CFO transition plan and named Doug Garis as EVP and CFO, effective August 5, 2024. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240731993142/en/Doug Garis named EVP and CFO of MultiPlan (Photo: Business Wire) Jim Head, who has served as EVP and CFO of MultiPlan since November 2021, will transition to a Strategic Advisor role to the Company through the end of the

      8/1/24 6:00:00 AM ET
      $DOOR
      $MPLN
      $ORCL
      $CERN
      Forest Products
      Basic Materials
      Business Services
      Consumer Discretionary
    • Owens Corning and Masonite Announce Successful Results of Early Participation in and Amend the Terms of Exchange Offer and Consent Solicitation

      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.,

      5/14/24 8:06:00 PM ET
      $DOOR
      $OC
      Forest Products
      Basic Materials
      Industrial Machinery/Components
      Industrials
    • 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), 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 extend

      5/13/24 7:58:00 PM ET
      $DOOR
      $OC
      Forest Products
      Basic Materials
      Industrial Machinery/Components
      Industrials

    $DOOR
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Oppenheimer initiated coverage on Masonite International with a new price target

      Oppenheimer initiated coverage of Masonite International with a rating of Outperform and set a new price target of $115.00

      1/19/24 7:30:34 AM ET
      $DOOR
      Forest Products
      Basic Materials
    • Masonite International downgraded by Robert W. Baird with a new price target

      Robert W. Baird downgraded Masonite International from Outperform to Neutral and set a new price target of $92.00 from $106.00 previously

      12/19/23 6:47:13 AM ET
      $DOOR
      Forest Products
      Basic Materials
    • Masonite International downgraded by Wedbush with a new price target

      Wedbush downgraded Masonite International from Outperform to Neutral and set a new price target of $92.00

      12/18/23 6:54:09 AM ET
      $DOOR
      Forest Products
      Basic Materials

    $DOOR
    Leadership Updates

    Live Leadership Updates

    See more
    • MultiPlan Announces CFO Transition

      MultiPlan Corporation ("MultiPlan" or the "Company") (NYSE:MPLN), a leading value-added provider of data analytics and technology-enabled end-to-end cost management, as well as payment and revenue integrity solutions to the U.S. healthcare industry, announced today its CFO transition plan and named Doug Garis as EVP and CFO, effective August 5, 2024. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240731993142/en/Doug Garis named EVP and CFO of MultiPlan (Photo: Business Wire) Jim Head, who has served as EVP and CFO of MultiPlan since November 2021, will transition to a Strategic Advisor role to the Company through the end of the

      8/1/24 6:00:00 AM ET
      $DOOR
      $MPLN
      $ORCL
      $CERN
      Forest Products
      Basic Materials
      Business Services
      Consumer Discretionary
    • Masonite Appoints Katie Shellabarger as Vice President & Chief Accounting Officer

      Masonite International Corporation (NYSE:DOOR) today announced that Katie Shellabarger has been appointed as Vice President & Chief Accounting Officer effective May 11, 2023. "Katie has been an integral part of our finance and accounting leadership team since joining Masonite four years ago," said Russ Tiejema, Chief Financial Officer. "Her extensive audit and accounting experience across multiple industries, as well as her strong leadership and deep knowledge of the company, will be invaluable in this new role." Ms. Shellabarger has served as Vice President, Internal Audit at Masonite since April 2019. She previously held leadership roles at Deloitte, Protiviti, and most recently, CDK

      5/12/23 4:40:00 PM ET
      $DOOR
      Forest Products
      Basic Materials
    • Alignment Healthcare Appoints Jody Bilney and Yon Yoon Jorden to its Board of Directors

      ORANGE, Calif., Dec. 27, 2021 (GLOBE NEWSWIRE) -- Alignment Healthcare (NASDAQ:ALHC), a tech-enabled Medicare Advantage company, today announced the appointment of Jody Bilney and Yon Yoon Jorden to its Board of Directors, effective Jan. 1, 2022. "We are delighted to welcome Jody and Yon to the board. Both leaders bring exceptional experience in business transformation, strategy and finance as well as health care industry expertise that will help guide the company as it works to scale nationwide," said Joseph Konowiecki, chairman, Alignment Healthcare Board of Directors. Bilney is an accomplished executive with a track record of driving brand transformation and business strategy. From 20

      12/27/21 4:05:00 PM ET
      $ALHC
      $CGRN
      $CHUY
      $COHU
      Medical Specialities
      Health Care
      Industrial Machinery/Components
      Industrials

    $DOOR
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Steinfeld Jay Ira bought $49,182 worth of shares (600 units at $81.97), increasing direct ownership by 11% to 6,217 units (SEC Form 4)

      4 - MASONITE INTERNATIONAL CORP (0000893691) (Issuer)

      11/14/23 4:08:40 PM ET
      $DOOR
      Forest Products
      Basic Materials

    $DOOR
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • White Randal Alan was granted 15,993 shares and returned $3,025,750 worth of shares to the company (43,408 units at $69.70), closing all direct ownership in the company (SEC Form 4)

      4 - MASONITE INTERNATIONAL CORP (0000893691) (Issuer)

      5/17/24 4:43:08 PM ET
      $DOOR
      Forest Products
      Basic Materials
    • Shellabarger Catherine Anne returned $221,445 worth of shares to the company (7,151 units at $30.97) and was granted 1,433 shares, closing all direct ownership in the company (SEC Form 4)

      4 - MASONITE INTERNATIONAL CORP (0000893691) (Issuer)

      5/17/24 4:42:34 PM ET
      $DOOR
      Forest Products
      Basic Materials
    • Ruffalo Barry A. returned $307,496 worth of shares to the company (2,312 units at $133.00), closing all direct ownership in the company (SEC Form 4)

      4 - MASONITE INTERNATIONAL CORP (0000893691) (Issuer)

      5/17/24 4:41:50 PM ET
      $DOOR
      Forest Products
      Basic Materials

    $DOOR
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • SEC Form SC 13G/A filed by Masonite International Corporation (Amendment)

      SC 13G/A - MASONITE INTERNATIONAL CORP (0000893691) (Subject)

      2/14/24 2:51:07 PM ET
      $DOOR
      Forest Products
      Basic Materials
    • SEC Form SC 13G/A filed by Masonite International Corporation (Amendment)

      SC 13G/A - MASONITE INTERNATIONAL CORP (0000893691) (Subject)

      2/9/24 3:37:15 PM ET
      $DOOR
      Forest Products
      Basic Materials
    • SEC Form SC 13G/A filed by Masonite International Corporation (Amendment)

      SC 13G/A - MASONITE INTERNATIONAL CORP (0000893691) (Subject)

      2/9/24 9:16:06 AM ET
      $DOOR
      Forest Products
      Basic Materials

    $DOOR
    Financials

    Live finance-specific insights

    See more
    • Owens Corning and Masonite Announce Successful Results of Early Participation in and Amend the Terms of Exchange Offer and Consent Solicitation

      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.,

      5/14/24 8:06:00 PM ET
      $DOOR
      $OC
      Forest Products
      Basic Materials
      Industrial Machinery/Components
      Industrials
    • 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), 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 extend

      5/13/24 7:58:00 PM ET
      $DOOR
      $OC
      Forest Products
      Basic Materials
      Industrial Machinery/Components
      Industrials
    • Masonite International Corporation Reports First Quarter Results

      Masonite International Corporation ("Masonite" or the "Company") (NYSE:DOOR) today announced results for the three months ended March 31, 2024. ($ in millions, except per share amounts) 1Q24   1Q23   % Change Net sales $668   $726   (8%) Net income attributable to Masonite $61   $38   +59% % of net sales 9.1%   5.3%   +380 bps Diluted earnings per share $2.74   $1.71   +60% Adjusted EPS* $1.29   $1.88   (31%) Adjusted EBITDA* $97   $106  

      5/6/24 4:35:00 PM ET
      $DOOR
      Forest Products
      Basic Materials

    $DOOR
    SEC Filings

    See more
    • SEC Form 15-12G filed by Masonite International Corporation

      15-12G - MASONITE INTERNATIONAL CORP (0000893691) (Filer)

      5/28/24 6:38:26 AM ET
      $DOOR
      Forest Products
      Basic Materials
    • SEC Form S-8 POS filed by Masonite International Corporation

      S-8 POS - MASONITE INTERNATIONAL CORP (0000893691) (Filer)

      5/16/24 9:10:25 AM ET
      $DOOR
      Forest Products
      Basic Materials
    • SEC Form S-8 POS filed by Masonite International Corporation

      S-8 POS - MASONITE INTERNATIONAL CORP (0000893691) (Filer)

      5/16/24 9:08:55 AM ET
      $DOOR
      Forest Products
      Basic Materials