Acquisitions and Divestitures | Acquisitions and Divestitures Arrangement Agreement with Owens Corning On February 8, 2024, we entered into an Arrangement Agreement (the “Arrangement Agreement”) with Owens Corning (“Owens Corning”), a Delaware corporation, and MT Acquisition Co LLC (“Purchaser”), a British Columbia unlimited liability company and a wholly owned subsidiary of Owens Corning. Subject to the terms and conditions of the Arrangement Agreement, Owens Corning, through Purchaser, agreed to acquire the Company for $133.00 per issued and outstanding share of our common stock, no par value (the “Shares”), in an all-cash transaction. Pursuant to the Arrangement Agreement, following consummation of implementation of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “Transaction”), the Company will be a wholly owned subsidiary of Owens Corning. Pursuant to the terms of the Arrangement Agreement, and subject to the terms and conditions set forth therein, at the effective time of the Transaction (the “Effective Time”), each Share (other than any Share that is held by Owens Corning or any of its subsidiaries or any Share as to which dissent rights have been properly exercised by the holder thereof in accordance with British Columbia law) issued and outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive $133.00 in cash, without interest. If the Arrangement Agreement is terminated under certain specified circumstances, we or Owens Corning will be required to pay a termination fee. We will be required to pay Owens Corning a termination fee of $75.0 million under specified circumstances, including (a) termination of the Arrangement Agreement in connection with our entry into an agreement with respect to a Superior Proposal (as defined in the Arrangement Agreement) prior to us receiving stockholder approval of the Transaction, (b) termination by Owens Corning upon an Adverse Recommendation Change (as defined in the Arrangement Agreement), or (c) termination in certain circumstances by either Owens Corning or us upon failure to obtain Masonite Shareholder Approval (as defined in the Arrangement Agreement) or by Owens Corning if we breach our representations, warranties or covenants in a manner that would result in a failure of an applicable closing condition to be satisfied and, if curable, we fail to cure such breach during specific time periods, in each case, if certain other conditions are met. Owens Corning will be required to pay us a reverse termination fee under specified circumstances, including termination of the Arrangement Agreement due to a permanent injunction arising from Competition Laws (as defined in the Arrangement Agreement) when we are not then in material breach of any provision of the Arrangement Agreement and if certain other conditions are met, in an amount equal to $150.0 million. The consummation of the Transaction is subject to customary closing conditions, including, among others, (1) the adoption of a resolution approving the Transaction by at least two-thirds of the votes cast by our shareholders represented in person or by proxy at the special meeting, (2) the issuance of interim and final orders by the Supreme Court of British Columbia approving the Transaction, (3) the expiration or termination of any applicable waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the receipt of certain required regulatory clearances and approvals in other jurisdictions under applicable antitrust and foreign direct investment laws and regulations, including in Canada, Mexico and the United Kingdom, and (4) the absence of any law, injunction, order or other judgment prohibiting, rendering illegal or permanently enjoining the consummation of the Transaction, certain of which are still pending. On April 25, 2024, Masonite shareholders approved the Transaction at a special meeting of shareholders and the applicable waiting period under the HSR Act expired at 11:59 p.m. on April 26, 2024. Each of Masonite’s and Owens Corning’s obligation to consummate the Transaction is also subject to the accuracy of the other party’s representations and warranties contained in the Arrangement Agreement (subject, with specified exceptions, to materiality or “Material Adverse Effect” standards), the other party’s performance of its covenants and agreements in the Arrangement Agreement in all material respects, and in the case of Purchaser’s obligation to consummate the Transaction, the absence of any “Material Adverse Effect” relating to us. The Transaction is currently expected to close by mid-2024, subject to the satisfaction (or waiver, if applicable) of each closing condition. Acquisitions Fleetwood On October 19, 2023, the Company completed the acquisition of all of the issued and outstanding limited liability company interests of Fleetwood Aluminum Products, LLC (“Fleetwood”). The total consideration for this acquisition amounted to approximately $279.5 million, inclusive of $26.2 million designated for potential purchase price adjustments and indemnification claims and which is currently held in an escrow account controlled by a third party. The total consideration was funded with a combination of cash on hand and borrowings under the ABL Facility. Fleetwood is a leading designer and manufacturer of premium, aluminum-framed glass door and window solutions for luxury homes. Their products include multi-slide and pocket glass patio doors, pivot and hinged glass entry doors and folding glass door wall systems, as well as accompanying premium window products. The acquisition aligns with the Doors That Do More TM strategy focused on bringing differentiated door systems to the residential market. The Company has accounted for the acquisition as a business combination and allocated the preliminary estimated purchase price to the estimated fair values of assets acquired and liabilities assumed utilizing various valuation methods including replacement cost, market values and the income approach. The Company has not yet completed its evaluation and determination of the value of certain assets acquired and liabilities assumed, primarily involving (i) certain historical information used in the final valuation of intangible assets, and (ii) the final assessment and valuation of inventory and deferred income taxes, which could impact goodwill during the measurement period. The $73.9 million excess purchase price over the fair value of tangible and intangible assets acquired was allocated to goodwill. Goodwill represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, such as the delivery of luxury products, which supports our Doors That Do More TM strategy. This goodwill is deductible for tax purposes and relates to the North American Residential segment. The allocation of the purchase price to assets acquired and liabilities assumed is as follows: (In thousands) Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation Cash acquired $ 5,169 $ — $ 5,169 Accounts receivable, net 5,584 — 5,584 Inventories, net 39,248 — 39,248 Prepaid expenses and other 957 — 957 Property, plant and equipment, net 8,072 — 8,072 Right-of-use asset 16,009 — 16,009 Intangible assets 163,900 — 163,900 Total assets acquired 238,939 — 238,939 Accounts payable and accrued expenses (20,773) — (20,773) Operating lease liability (12,546) — (12,546) Total liabilities assumed (33,319) — (33,319) Goodwill 73,464 392 73,856 Total purchase price $ 279,084 $ 392 $ 279,476 The fair values of intangible assets acquired are based on management's estimates and assumptions including the income approach, the cost approach and the market approach. Customer relationships and patents acquired are not expected to have any residual value. The gross contractual value of acquired trade receivables was $5.6 million. Endura On January 3, 2023, we completed the acquisition of 100% of the outstanding equity of EPI Holdings, Inc. ("Endura"), for total consideration of approximately $403.3 million, including an $18.0 million holdback which is payable 24 months after the acquisition date and was recorded in the consolidated balance sheets as a component of other liabilities. The total consideration was funded with borrowings under our Term Loan Facility and ABL Facility. Endura is a leading innovator and manufacturer of high-performance door frames and door system components in the United States. Endura’s product offerings include engineered frames, self-adjusting sill systems, weather sealing, multi-point locks and installation accessories used by builders and contractors in residential new construction as well as repair and remodeling applications. The acquisition is intended to accelerate our Doors That Do More TM strategy and maximize our growth potential. The $181.2 million excess purchase price over the fair value of tangible and intangible assets acquired was allocated to goodwill. The goodwill principally represents anticipated synergies to be gained from the integration into our existing business and acquisition of the assembled workforce. This goodwill is not deductible for tax purposes and relates to the North American Residential segment. The Company has accounted for the acquisition as a business combination and allocated the estimated purchase price to the estimated fair values of assets acquired and liabilities assumed utilizing various valuation methods including replacement cost, market values and the income approach. The allocation of the purchase price to assets acquired and liabilities assumed is as follows: (In thousands) Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation Cash acquired $ 32,501 $ (100) $ 32,401 Accounts receivable, net 7,871 290 8,161 Inventories, net 44,183 35 44,218 Property, plant and equipment, net 54,373 10,520 64,893 Intangible assets 135,800 (7,400) 128,400 Other assets and liabilities, net 2,868 (38) 2,830 Total assets acquired 277,596 3,307 280,903 Accounts payable and accrued expenses (15,088) (190) (15,278) Deferred income taxes (44,345) 849 (43,496) Total liabilities assumed (59,433) 659 (58,774) Goodwill 189,938 (8,780) 181,158 Total purchase price $ 408,101 $ (4,814) $ 403,287 The fair values of intangible assets acquired are based on management's estimates and assumptions including the income approach, the cost approach and the market approach. The intangible assets acquired are not expected to have any residual value. The gross contractual value of acquired trade receivables was $8.3 million. Intangible assets acquired from the 2023 acquisitions consist of the following: (In thousands, except useful life amounts) Endura Expected Useful Life (Years) Fleetwood Expected Useful Life (Years) Customer relationships $ 108,600 15 $ 112,100 12 Trademarks and trade names 6,600 10 25,200 Indefinite Patents 13,200 12 22,600 10 Backlog — 4,000 1 Total intangible assets acquired $ 128,400 $ 163,900 The following schedule represents the amounts of net sales and net income (loss) attributable to Masonite from the 2023 acquisitions that have been included in the consolidated statements of income and comprehensive income for the periods indicated subsequent to the acquisition date. Three Months Ended March 31, 2024 (In thousands) Endura Fleetwood Total 2023 Acquisitions Net sales $ 53,434 $ 27,303 $ 80,737 Net income attributable to Masonite 3,440 1,682 5,122 For the three months ended April 2, 2023, Endura had $59.8 million in net sales and $4.5 million in net loss attributable to Masonite. Pro Forma Information The following unaudited pro forma financial information represents the consolidated financial information as if the Fleetwood acquisition had been included in our consolidated results beginning on the first day of the fiscal year prior to the acquisition date. The pro forma results have been calculated after adjusting the results of the acquired entity to remove intercompany transactions and to reflect the additional depreciation, amortization and interest expense that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets and the additional debt incurred to fund the acquisition had been applied on the first day of the fiscal year prior to the acquisition date, together with the consequential tax effects. The pro forma results do not reflect any cost savings or revenue enhancements that the combined companies may achieve as a result of the acquisition; the costs to combine the companies' operations; or the costs necessary to achieve these costs savings and revenue enhancements. As a result, the pro forma information below does not purport to represent actual results had the acquisition been consummated on the date indicated and it is not necessarily indicative of future results of operations. Three Months Ended (In thousands, except per share information) April 2, 2023 Net sales $ 780,584 Net income attributable to Masonite 49,174 Basic earnings per common share attributable to Masonite $ 2.22 Diluted earnings per common share attributable to Masonite $ 2.19 Divestitures On April 23, 2024, we entered into an agreement to sell our Architectural reporting segment for a purchase price of approximately $75 million subject to customary post-closing adjustments. We expect to complete the transaction in the second quarter of 2024. Refer to Note 16. Subsequent Events for additional information. |