MasterBrand, Inc. Announces Acquisition Agreement

TL;DR

MBR buying a company, details TBD.

AI Summary

MasterBrand, Inc. announced on June 17, 2024, that it has entered into a definitive agreement to acquire a company. The filing does not disclose the name of the acquired company or the financial terms of the transaction, but it is classified as a significant event under Regulation FD.

Why It Matters

This acquisition could significantly alter MasterBrand's market position and financial structure, impacting its future growth and profitability.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, valuation, and market reception, which could impact MasterBrand's financial performance.

Key Players & Entities

• MasterBrand, Inc. (company) — Registrant
• June 17, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 88-3479920 (tax_id) — IRS Employer Identification No.
• 3300 Enterprise Parkway, Suite 300 (address) — Principal executive offices
• Beachwood, Ohio (location) — Principal executive offices location
• 44122 (zip_code) — Principal executive offices zip code
• 877-622-4782 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share MBC New York Stock Exchan
• $700.0 million — mpany") commenced a private offering of $700.0 million aggregate principal amount of its senio
• $500 million — g Senior Secured Credit Facilities from $500 million to $750 million (as so amended, the "Am
• $750 million — Credit Facilities from $500 million to $750 million (as so amended, the "Amended Senior Sec
• $10.2 million — i) the Company expects to fully realize $10.2 million of Acquisition synergies within 18 mont
• $1,143.0 million — cquisition), total debt would have been $1,143.0 million and cash and cash equivalents would hav
• $53.7 million — sh and cash equivalents would have been $53.7 million. Certain Financial Information of Supr
• $7.0 m — mber 31, 2023, Supreme's net income was $7.0 million, net sales were $253.4 million, c
• $253.4 m — income was $7.0 million, net sales were $253.4 million, capital expenditures were $9.6 m
• $9.6 million — 53.4 million, capital expenditures were $9.6 million and adjusted EBITDA was $54.5 million.
• $54.5 million — re $9.6 million and adjusted EBITDA was $54.5 million. For the quarter ended March 31, 2024,
• $0.4 m — March 31, 2024, Supreme's net loss was $0.4 million, net sales were $66.8 million, ca
• $66.8 m — t loss was $0.4 million, net sales were $66.8 million, capital expenditures were $1.5 m
• $1.5 million — 66.8 million, capital expenditures were $1.5 million and adjusted EBITDA was $13.6 million.
• $13.6 million — re $1.5 million and adjusted EBITDA was $13.6 million. For LTM Q1 2024, Supreme's net income

Filing Documents

• ef20031245_8k.htm (8-K) — 81KB
• ef20031245_ex99-1.htm (EX-99.1) — 7KB
• image00001.jpg (GRAPHIC) — 5KB
• 0001140361-24-030256.txt ( ) — 239KB
• mbc-20240617.xsd (EX-101.SCH) — 4KB
• mbc-20240617_lab.xml (EX-101.LAB) — 21KB
• mbc-20240617_pre.xml (EX-101.PRE) — 16KB
• ef20031245_8k_htm.xml (XML) — 4KB

01

Item 7.01. Regulation FD Disclosure. On June 17, 2024, MasterBrand, Inc. (the "Company") commenced a private offering of $700.0 million aggregate principal amount of its senior notes due 2032 (the "Notes"), to be issued by the Company and guaranteed on a senior unsecured basis by subsidiaries that will guarantee the Company's Amended Senior Secured Credit Facility (as defined herein) (the "Offering"). The Company is furnishing certain information that will be included in the offering memorandum for the proposed Offering in this Item 7.01. The information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such filing. Amended Senior Secured Credit Facility and Use of Proceeds from the Offering Concurrently with the closing of proposed Offering, the Company intends to amend and restate its existing credit facilities (the "Existing Senior Secured Credit Facilities") to, among other things, (i) upsize the commitments under the revolving credit facility under the Existing Senior Secured Credit Facilities from $500 million to $750 million (as so amended, the "Amended Senior Secured Credit Facility") and (ii) use borrowings under the Amended Senior Secured Credit Facility, together with the net proceeds of the proposed Offering and cash on hand, to fund the previously announced acquisition (the "Acquisition") of Supreme Cabinetry Brands, Inc. ("Supreme"), repay all amounts outstanding under the existing term loan facility under the Existing Senior Secured Credit Facilities (the "Existing Term Loan"), including accrued and unpaid interest with respect to such amounts, and to pay all fees and expenses related to the Transactions (as defined herein). The (i) issuance and sale of the Notes, (ii) entry in

01

Item 8.01 Other Events. On June 17, 2024, the Company issued a press release announcing the commencement of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release, dated June 17, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 17, 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