MasterBrand, Inc. Files 8-K: Material Definitive Agreement

TL;DR

MBND filed an 8-K for a material definitive agreement. Details to follow.

AI Summary

MasterBrand, Inc. announced on May 20, 2024, that it entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company's principal executive offices are located at 3300 Enterprise Parkway, Suite 300, Beachwood, Ohio.

Why It Matters

This 8-K filing indicates a significant new agreement for MasterBrand, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• MasterBrand, Inc. (company) — Registrant
• May 20, 2024 (date) — Date of earliest event reported
• 3300 Enterprise Parkway, Suite 300, Beachwood, Ohio (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share MBC New York Stock Exchan
• $520 million — l acquire Dura, for a purchase price of $520 million in cash, subject to customary adjustmen
• $25,000,000 — quired to pay Dura a termination fee of $25,000,000 (the " Buyer Termination Fee "). Mast

Filing Documents

• ef20029605_8k.htm (8-K) — 60KB
• ef20029605_ex2-1.htm (EX-2.1) — 475KB
• ef20029605_ex99-1.htm (EX-99.1) — 34KB
• image00001.jpg (GRAPHIC) — 2KB
• 0001140361-24-026961.txt ( ) — 831KB
• mbc-20240520.xsd (EX-101.SCH) — 4KB
• mbc-20240520_lab.xml (EX-101.LAB) — 21KB
• mbc-20240520_pre.xml (EX-101.PRE) — 16KB
• ef20029605_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On May 20, 2024, MasterBrand Cabinets LLC, a Delaware limited liability company (" MasterBrand LLC ") and a wholly-owned subsidiary of MasterBrand, Inc. a Delaware corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Agreement ") with Dura Investment Holdings LLC, a Delaware limited liability company (" Dura "), Dogwood Merger Sub LLC, a Delaware limited liability company (" Merger Sub ") and GHK North Star Holdings LLC, a Delaware limited liability company, as Seller Representative (the " Seller Representative "). Pursuant to the Agreement, MasterBrand LLC will acquire Dura, for a purchase price of $520 million in cash, subject to customary adjustments as set forth in the Merger Agreement, via a merger whereby Merger Sub will merge with and into Dura (the " Merger ") with Dura surviving the Merger as a wholly-owned subsidiary of MasterBrand LLC. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement. No approval of the Company's stockholders is required in connection with the Agreement. The consummation of the transaction contemplated by the Agreement is subject to certain specified closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and customary closing conditions, including, subject to certain materiality exceptions, the accuracy of each party's representations and warranties and each party's compliance with its obligations and covenants under the Agreement. expected to close in the third quarter of 2024. The Agreement contains certain termination rights for MasterBrand LLC and Dura , in certain circumstances, including: (a) by mutual written agreement of the partie

01

Item 7.01 Regulation FD Disclosure. On May 21, 2024, the Company issued a press release announcing the execution of the Merger Agreement. Pursuant to Regulation FD, a copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein. Cautionary Statement Regarding Forward-Looking Statements Certain statements contained in this Current Report on Form 8-K, other than purely historical information, including, but not limited to, estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking conditional verbs such as "will," "should," "would," "may," and "could," are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. These factors include those listed under "Risk Factors" in Part I, Item 1A of our Form 10-K for the fiscal year ended December 31, 2023, and other filings with the Securities and Exchange Commission. The forward-looking statements included in this document are made as of the date of this Current Report on Form 8-K and, except pursuant to any obligations to disclose material information under the federal securities laws, we undertake no obligation to update, amend or clarify a

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of May 20, 2024, by and among Dura Investment Holdings LLC, Dogwood Merger Sub LLC, MasterBrand Cabinets LLC and GHK North Star Holdings, LLC, as Seller Representative.* 99.1 Press Release, dated May 21, 2024 issued by MasterBrand, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits to this Exhibit have been omitted in accordance with Item 601 of Regulation S-K. * * * * *

SIGNATURES

SIGNATURES 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. MASTERBRAND, INC. Date: May 21, 2024 By: /s/ R. David Banyard, Jr. Name: R. David Banyard, Jr. Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR