MasterBrand Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
|
|
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
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))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
|
|
Item 2.01. |
Completion of Acquisition or Disposition of Assets.
|
Item 7.01 |
Regulation FD Disclosure.
|
Item 8.01. |
Other Events.
|
• |
Our ability to develop and expand our business;
|
• |
Our ability to develop new products or respond to changing consumer preferences and purchasing practices;
|
• |
Our anticipated financial resources and capital spending;
|
• |
Our ability to manage costs;
|
• |
Our ability to effectively manage manufacturing operations, and capacity or an inability to maintain the quality of our products;
|
• |
The impact of our dependence on third parties to source raw materials and our ability to obtain raw materials in a timely manner or fluctuations in raw material costs;
|
• |
Our ability to accurately price our products;
|
• |
Our projections of future performance, including future revenues, capital expenditures, gross margins, and cash flows;
|
• |
The effects of competition and consolidation of competitors in our industry;
|
• |
Costs of complying with evolving tax and other regulatory requirements and the effect of actual or alleged violations of tax, environmental or other laws;
|
• |
The effect of climate change and unpredictable seasonal and weather factors;
|
• |
Conditions in the housing market in the United States and Canada;
|
• |
The expected strength of our existing customers and consumers and any loss or reduction in business from one or more of our key customers or increased buying power of large customers;
|
• |
Information systems interruptions or intrusions or the unauthorized release of confidential information concerning customers, employees, or other third parties;
|
• |
Worldwide economic, geopolitical and business conditions and risks associated with doing business on a global basis;
|
• |
The effects of a public health crisis or other unexpected event;
|
• |
The inability to recognize or delays in obtaining the anticipated benefits of the Merger, including synergies, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain key employees;
|
• |
Business disruption following the Merger;
|
• |
Diversion of management time on transaction-related issues; and
|
• |
Other statements contained in this Current Report on Form 8-K regarding items that are not historical facts or that involve predictions.
|
Item 9.01. |
Financial Statements and Exhibits.
|
Exhibit
No.
|
Description
|
|
Agreement and Plan of Merger, dated as of May 20, 2024, by and among Dura Investment Holdings LLC, GHK North Star Holdings LLC, as Seller Representative, MasterBrand Cabinets LLC and Dogwood Merger Sub LLC.*
|
||
Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 9, 2024, by and among Dura Investment Holdings LLC, GHK North Star Holdings LLC, as Seller Representative, MasterBrand Cabinets LLC and
Dogwood Merger Sub LLC.
|
||
Press Release, dated July 11, 2024 issued by MasterBrand, Inc.
|
||
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
* |
Certain schedules and exhibits to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K.
|
MASTERBRAND, INC.
|
||
Date: July 11, 2024
|
By:
|
/s/ R. David Banyard, Jr.
|
Name:
|
R. David Banyard, Jr.
|
|
Title:
|
Chief Executive Officer
|