Owens Corning & Masonite: Early Participation Deadline Extended, Successful Tender Offer

Owens Corning (NYSE: OC), a global leader in building materials, and Masonite International Corporation (“Masonite”) (NYSE: DOOR), a prominent provider of doors and door systems, have jointly announced an extension of the early participation deadline for their ongoing tender offer (the “Tender Offer”) and consent solicitation (the “Consent Solicitation”). The deadline has been extended from April 26, 2024, to May 13, 2024, aligning with the Expiration Time.

This extension follows the terms outlined in the offer to purchase and consent solicitation statement dated April 15, 2024 (the “Statement”). While the early participation deadline has been extended, all other conditions of the Tender Offer and Consent Solicitation remain unchanged.

It’s important to note that the deadline for withdrawing Masonite Notes and related consents remains unchanged at April 26, 2024 (the “Withdrawal Deadline”). Once tendered and delivered, Masonite Notes and consents cannot be withdrawn, except where required by law. The Tender Offer and Consent Solicitation are set to expire on May 13, 2024, unless extended or terminated earlier.

Furthermore, Owens Corning and Masonite have successfully received the necessary consents to adopt proposed amendments (the “Proposed Amendments”) to the indenture governing the 5.375% Senior Notes due 2028 issued by Masonite (the “Masonite Notes”). These consents pave the way for the execution of a supplemental indenture to the Masonite Indenture containing the Proposed Amendments.

However, it’s crucial to understand that the effectiveness of the supplemental indenture containing the Proposed Amendments is contingent upon the acceptance and purchase of tendered Masonite Notes by Owens Corning and the consummation of the Arrangement between Owens Corning, MT Acquisition Co ULC (a wholly owned subsidiary of Owens Corning), and Masonite.

Holders of Masonite Notes must tender their notes in the Tender Offer to participate in the Consent Solicitation for the Proposed Amendments and vice versa. The consent results are based on early tenders in the Tender Offer, which are deemed to include consents in the Consent Solicitation.

As of the Withdrawal Deadline, a substantial principal amount of Masonite Notes had been tendered and not withdrawn in the Tender Offer and Consent Solicitation.

Holders who tender their Masonite Notes and deliver related consents by the Early Participation Deadline (as extended) and whose notes are accepted for purchase will receive the Total Consideration, including an early participation payment of $30 per $1,000 principal amount of Masonite Notes.

Owens Corning has enlisted 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. Additional information can be obtained from Global Bondholder Services Corporation, the Depositary and Information Agent.

For inquiries regarding the Tender Offer, please contact Morgan Stanley & Co. LLC.

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