Owens Corning Commences Tender Offer and Masonite Commences Consent Solicitation

Owens Corning, a leader in global building and construction materials, and Masonite International Corporation (“Masonite”), a leading global provider of interior and exterior doors and door systems, 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”).

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”).

For each $1,000 principal amount of Masonite Notes validly tendered at or before 5:00 p.m., New York City time, on May 13, 2024, unless extended or terminated (such date and time, as the same may be extended, the “Expiration Time”), and not validly withdrawn, holders of Masonite Notes (collectively, the “Holders”) will be eligible to receive the tender offer consideration set out in the table above (the “Tender Offer Consideration”). Masonite Notes that have been validly tendered may be withdrawn at any time prior to 5:00 p.m., New York City time, on April 26, 2024, unless extended or terminated (such date and time, as the same may be extended, the “Withdrawal Deadline”). However, to be eligible to receive the Tender Offer Consideration, such withdrawn Masonite Notes must be validly re-tendered and not validly withdrawn prior to the Expiration Time. Holders that validly tender and deliver (and do not validly withdraw and revoke) their Masonite Notes and related consents at or prior to 5:00 p.m., New York City Time, on April 26, 2024, unless extended or terminated (such date and time, as the same may be extended, the “Early Participation Deadline”) and whose Masonite Notes are accepted for purchase by Owens Corning will be entitled to receive the Tender Offer Consideration and Early Participation Payment (collectively, the “Total Consideration”) on the applicable Settlement Date. Holders that validly tender and deliver (and do not validly withdraw and revoke) their Masonite Notes and related consents after the Early Participation Deadline but at or prior to the Expiration Time and whose Masonite Notes are accepted for purchase by Owens Corning will be entitled only to the Tender Offer Consideration. In addition to the Total Consideration or Tender Offer Consideration, as applicable, tendering Holders whose Masonite Notes are accepted for purchase pursuant to the Tender Offer will receive accrued and unpaid interest from the last interest payment date with respect to the Masonite Notes to, but not including, the applicable Settlement Date.

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 “Early Settlement Date” will be, at Owens Corning’s option, any time after the Early Participation Deadline and prior to the Expiration Time, subject to the satisfaction or waiver of all conditions to consummation of the Tender Offer and the Consent Solicitation, including the consummation of the Arrangement (as defined below). The “Final Settlement Date” will be promptly after the Expiration Time. We refer to the Early Settlement Date and the Final Settlement Date as the “Settlement Date,” as applicable.

To the extent any Masonite Notes are not tendered and accepted for purchase pursuant to the Tender Offer, Owens Corning or Masonite may purchase any outstanding Masonite Notes in the open market, in privately negotiated transactions, through one or more additional tender or exchange offers, by redemption or otherwise.

Masonite is soliciting consents from the Holders (i) to the Proposed Amendments to eliminate certain covenants, restrictive provisions and events of default applicable to the Masonite Notes and (ii) to the execution and delivery of a supplemental indenture to the Masonite Indenture, containing the Proposed Amendments. The consent of the Holders of a majority of the outstanding aggregate principal amount of the Masonite Notes will be required to give effect to the Proposed Amendments.

The Tender Offer and Consent Solicitation are conditioned upon, among other conditions, the consummation of the pending acquisition of Masonite by Owens Corning pursuant to the Arrangement Agreement, dated as of February 8, 2024 (as it may be amended, the “Arrangement Agreement”), by and among Owens Corning, MT Acquisition Co ULC, a wholly owned subsidiary of Owens Corning (“Purchaser”), and Masonite, which condition cannot be waived. Subject to the terms and conditions of the Arrangement Agreement, Purchaser will acquire all of the issued and outstanding common shares of Masonite (the “Arrangement”). The consummation of the Arrangement is not conditioned upon the successful closing of the Tender Offer or Consent Solicitation.

Owens Corning has engaged Morgan Stanley & Co. LLC as Lead Dealer Manager and Solicitation Agent and Wells Fargo Securities, LLC as Co-Dealer Manager and Solicitation Agent for the Tender Offer. Copies of the Statement may be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent, by phone at (855) 654-2015 (toll-free) or (212) 430-3774 (collect for banks and brokers) or by email at contact@gbsc-usa.com. Please direct questions regarding the Tender Offer to Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect for banks and brokers).

For full press release click here.

About Owens Corning

Owens Corning is a global building and construction materials leader committed to building a sustainable future through material innovation. Our three integrated businesses – Roofing, Insulation, and Composites – provide durable, sustainable, energy-efficient solutions that leverage our unique material science, manufacturing, and market knowledge to help our customers win and grow. We are global in scope, human in scale with approximately 18,000 employees in 30 countries dedicated to generating value for our customers and shareholders and making a difference in the communities where we work and live. Founded in 1938 and based in Toledo, Ohio, USA, Owens Corning posted 2023 sales of $9.7 billion. For more information, visit www.owenscorning.com.

About Masonite

Masonite is a leading global designer, manufacturer, marketer and distributor of interior and exterior doors and door systems for the new construction and repair, renovation and remodeling sectors of the residential and non-residential building construction markets. Since 1925, Masonite has provided its customers with innovative products and superior service at compelling values. Masonite currently serves approximately 7,000 customers globally.

Contact:

Megan James – Media Contact – (419) 348-0768

Source: Owens Corning