UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 26, 2017
Masco Corporation
(Exact Name of Registrant as Specified in Its Charter)
| DELAWARE | No. 1-5794 | No. 38-1794485 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 21001 Van Born Road, Taylor, Michigan | 48180 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(313) 274-7400
Registrant’s telephone number, including area code
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:
| ☐ | 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 8.01. Other Events.
On June 26, 2017, Masco Corporation (the “Company”) announced the upsizing, early tender results and pricing of its tender offers to purchase for cash its 7.125% Notes due 2020, 5.95% Notes due 2022, 7.75% Notes due 2029 and 6.50% Notes due 2032 (collectively, the “Notes”) up to an aggregate purchase price (excluding accrued and unpaid interest) with respect to each series of Notes (each, a “Maximum Series Tender Cap”). The Company increased the Maximum Series Tender Cap for the 6.50% Notes due 2032 from $85,000,000 to $127,600,000. The Maximum Series Tender Cap for each remaining series of Notes remains unchanged and is equal to $340,000,000 for the Notes due 2020, $85,000,000 for the Notes due 2022 and $85,000,000 for the Notes due 2029.
The tender offers are being made exclusively pursuant to an Offer to Purchase dated June 12, 2017.
As of 5:00 p.m., New York City time, on June 23, 2017, as reported by D.F. King & Co., Inc., the tender and information agent for the Tender Offers, holders had validly tendered and not validly withdrawn $344,581,000 of the Notes due 2020, $311,552,000 of the Notes due 2022, $115,295,000 of the Notes due 2029 and $136,762,000 of the Notes due 2032.
Copies of the press releases announcing the upsizing and early tender results and pricing, respectively, are attached to this Current Report on Form 8-K as Exhibit 99.1 and 99.2 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press release dated June 26, 2017, announcing the upsizing and early tender results. | |
| 99.2 | Press release dated June 26, 2017, announcing the pricing of the tender offers. | |
SIGNATURE
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.
Date: June 26, 2017
| MASCO CORPORATION | ||||
| By: | /s/ John G. Sznewajs | |||
Name | : John G. Sznewajs | |||
Title: | Vice President, Chief Financial Officer | |||
EXHIBIT INDEX
Exhibit | Description | |
| 99.1 | Press release dated June 26, 2017, announcing the upsizing and early tender results. | |
| 99.2 | Press release dated June 26, 2017, announcing the pricing of the tender offers. | |