Owens Corning and Masonite International Corporation (?Masonite?) 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will not become operative unless and until (i) the Existing Masonite Notes that are validly tendered (and not validly withdrawn) have been accepted for exchange by Owens Corning in accordance with the terms of the Exchange Offer and Consent Solicitation, and (ii) the Arrangement has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 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. 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 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. Eligible Holders that validly tendered (and did not validly withdraw) their Existing Masonite Notes and validly delivered (and did not validly revoke) related consents at or prior to 5:00 p.m., New York City time, on May 14, 2024 (the ?Early Participation Deadline?), and Eligible Holders that validly tender their Existing Masonite Notes and validly deliver related consents at or prior to 5:00 p.m., New York City time, on May 30, 2024, unless such date is extended or the Exchange Offer and Consent Solicitation are earlier terminated (such date and time, as the same may be extended, the ?Expiration Time?), and whose Existing Masonite Notes are accepted for exchange by Owens Corning will be entitled to receive the Total Consideration or Exchange Consideration, respectively, for their Existing Masonite Notes, subject to the terms and conditions contained in the Statement, as amended by this news release. For each $1,000 principal amount of Existing Masonite Notes validly tendered at or before the Early Participation Deadline and not validly withdrawn, Eligible Holders of such Existing Masonite Notes accepted for exchange will be eligible to receive $1,000 principal amount of new 3.50% Senior Notes due 2030 of Owens Corning (the ?New Owens Corning Notes?) and $2.50 in cash (the ?Total Consideration?), which includes a payment in cash of $2.50 per $1,000 principal amount of Existing Masonite Notes accepted for exchange (the ?Consent Payment?) and an early tender premium, payable in New Owens Corning Notes, equal to $30.00 per $1,000 principal amount of Existing Masonite Notes accepted for exchange (the ?Early Tender Premium?).
For each $1,000 principal amount of Existing Masonite Notes validly tendered after the Early Participation Deadline and at or before the Expiration Time, Eligible Holders of such Existing Masonite Notes accepted for exchange will be eligible to receive $970 principal amount of New Owens Corning Notes (the ?Exchange Consideration?) plus the Early Tender Premium, but will not be eligible to receive the Consent Payment. The New Owens Corning Notes will accrue interest from (and including) February 15, 2024, the most recent interest payment date on which interest has been paid by Masonite on the Existing Masonite Notes accepted in the Exchange Offer and Consent Solicitation. Except as set forth above and for payments made on scheduled interest payment dates under the terms of the New Owens Corning Notes, no accrued but unpaid interest will be paid by Owens Corning with respect to Existing Masonite Notes tendered for exchange and not validly withdrawn.
Scheduled interest payments on Existing Masonite Notes will continue to be made by Masonite in accordance with the terms of the Existing Masonite Notes, including while they are deposited with the Exchange Agent if any such scheduled interest payment date occurs while they are so deposited.