On September 25, 2017, Masonite International Corporation (the “Company”) issued a press release to announce that it intends to issue an additional $125 million aggregate principal amount of its 5.625% senior notes due 2023 (the “notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), subject to market and other conditions. The notes are expected to be treated as a single series with, and will have the same terms as those of, the $475 million aggregate principal amount of the existing 5.625% senior notes due 2023 previously issued by the Company on March 23, 2015. The notes will be senior unsecured obligations of the Company and will be guaranteed by certain of its wholly-owned subsidiaries. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On September 25, 2017, the Company issued a press release announcing the upsizing and pricing of the private placement of $150 million aggregate principal amount of 5.625% senior notes due 2023, which reflects an increase of $25 million from the previously announced principal amount offered. The notes priced at 104.000% plus accrued interest from September 15, 2017. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The Company intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include funding future acquisitions, the repurchase of the Company’s common shares to its share repurchase programs and working capital needs. Pending the permanent application thereof, the Company may use all or a portion of the net proceeds to reduce amounts outstanding under its senior secured asset-based credit facility.

The Company is furnishing the information in this Item 9.01 to comply with Regulation FD. The information furnished to this Item 9.01, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

MASONITE INTERNATIONAL CORP Exhibit
EX-99.1 2 a201709258-kex991.htm EXHIBIT 99.1 2017.09.25 8-K EX 99.1 PRESS RELEASE Exhibit 99.1_________________________________________________________________________________joanne freiberger,…
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