Saturday, 18 May 2024


Owens Corning and Masonite Announce Successful Results of Early Participation in and Amend the Terms of Exchange Offer and Consent Solicitation

Amended & Restated Technical Report to Support Kharmagtai Preliminary Economic Assessment By

TOLEDO, Ohio & TAMPA, Fla.–(BUSINESS WIRE)–Owens Corning (NYSE:) (NYSE: OC), a leader in global building and construction materials, and Masonite International (NYSE:) Corporation (Masonite) (NYSE: DOOR), a leading global provider of interior and exterior doors and door systems, today announced that, in connection with the previously announced exchange offer (the Exchange Offer) by Owens Corning (NYSE:) 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).

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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will not become operative unless and until (i) the Existing Masonite Notes that are validly tendered (and not validly withdrawn) have been accepted for exchange by Owens Corning in accordance with the terms of the Exchange Offer and Consent Solicitation, and (ii) the Arrangement has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.

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In addition, Owens Corning and Masonite today announced that they have amended the terms of the Exchange Offer and Consent Solicitation to…

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