MasterBrand Completes Norcraft Acquisition

TL;DR

MasterBrand just bought Norcraft's assets, expanding their cabinet game.

AI Summary

On July 9, 2024, MasterBrand, Inc. announced the completion of its acquisition of the assets of Norcraft Companies, LLC. This transaction is expected to enhance MasterBrand's product offerings and market presence in the kitchen and bath cabinetry sector.

Why It Matters

This acquisition expands MasterBrand's footprint in the kitchen and bath industry, potentially leading to increased market share and product diversification.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent integration risks and may impact financial performance if synergies are not realized.

Key Players & Entities

• MasterBrand, Inc. (company) — Registrant
• Norcraft Companies, LLC (company) — Acquired entity
• July 9, 2024 (date) — Date of acquisition completion

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share MBC New York Stock Exchan
• $520 million — C acquired Dura for a purchase price of $520 million in cash, subject to customary adjustmen

Filing Documents

• ef20032280_8k.htm (8-K) — 58KB
• ef20032280_ex2-1.htm (EX-2.1) — 486KB
• ef20032280_ex2-2.htm (EX-2.2) — 31KB
• ef20032280_ex99-1.htm (EX-99.1) — 25KB
• image01.jpg (GRAPHIC) — 3KB
• 0001140361-24-032888.txt ( ) — 864KB
• mbc-20240709.xsd (EX-101.SCH) — 4KB
• mbc-20240709_lab.xml (EX-101.LAB) — 21KB
• mbc-20240709_pre.xml (EX-101.PRE) — 16KB
• ef20032280_8k_htm.xml (XML) — 4KB

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Item 2.01. Completion of Acquisition or Disposition of Assets. On July 10, 2024, MasterBrand Cabinets LLC, a Delaware limited liability company (" MasterBrand LLC ") and a wholly-owned subsidiary of MasterBrand, Inc. a Delaware corporation (the " Company "), completed its previously announced acquisition of Dura Investment Holdings LLC, a Delaware limited liability company (" Dura ") pursuant to the Amended Merger Agreement (as defined below). Pursuant to the Amended Merger Agreement, MasterBrand LLC acquired Dura for a purchase price of $520 million in cash, subject to customary adjustments as set forth in the Amended Merger Agreement (the " Merger Consideration "), via a merger whereby Merger Sub (as defined below) merged with and into Dura (the " Merger ") with Dura surviving the Merger as a wholly-owned subsidiary of MasterBrand LLC. Pursuant to the Amended Merger Agreement, each limited liability company interest of Dura (each a " Dura Equity Interest "), outstanding immediately prior to the effective time of the Merger (the " Effective Time ") was, at the Effective Time, automatically converted into the right of the holder of such Dura Equity Interest to receive a portion of the Merger Consideration in accordance with the terms of the Amended Merger Agreement. The foregoing descriptions of the Amended Merger Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Original Merger Agreement (as defined below) and the Amendment (as defined below), copies of which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

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Item 7.01 Regulation FD Disclosure. On July 11, 2024, the Company issued a press release announcing the completion of the Merger. 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 is incorporated herein by reference.

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Item 8.01. Other Events. Amendment No. 1 to Agreement and Plan of Merger On July 9, 2024, MasterBrand LLC entered into Amendment No. 1 (the " Amendment ") to its previously announced Agreement and Plan of Merger, dated May 20, 2024 (including the schedules and exhibits thereto, the " Original Merger Agreement " and, as amended by the Amendment, the " Amended Merger Agreement "), by and among Dura, GHK North Star Holdings LLC, a Delaware limited liability company, as Seller Representative, MasterBrand LLC, and Dogwood Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of MasterBrand LLC (" Merger Sub "). Capitalized terms used herein shall have the meanings assigned to them in the Original Merger Agreement or the Amended Merger Agreement, as applicable, unless otherwise defined herein. Under the terms of the Amendment, the parties have agreed to (i) amend and restate the Accounting Principles attached as Exhibit A to the Original Merger Agreement, (ii) provide for MasterBrand LLC to cause Dura to conduct a physical inventory count shortly after the consummation of the transactions contemplated by the Amended Merger Agreement (the " Closing "), with such inventory count subject to certain adjustment procedures set forth in the Amendment and (iii) provide for the Closing to take place on July 10, 2024. The foregoing descriptions of the Original Merger Agreement, the Amendment and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Original Merger Agreement and the Amendment, copies of which are filed as Exhibit 2.1 and Exhibit 2.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 2 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,

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information. The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. (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, GHK North Star Holdings LLC, as Seller Representative, MasterBrand Cabinets LLC and Dogwood Merger Sub LLC.* 2.2 Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 9, 2024, by and among Dura Investment Holdings LLC, GHK North Star Holdings LLC, as Seller Representative, MasterBrand Cabinets LLC and Dogwood Merger Sub LLC. 99.1 Press Release, dated July 11, 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. * * * * * 4

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: July 11, 2024 By: /s/ R. David Banyard, Jr. Name: R. David Banyard, Jr. Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR