Masco Corporation (NYSE:MAS) Files An 8-K Other Events
Item8.01 Other Events
Entry Into Underwriting Agreement
On June12, 2017, the Company entered into an underwriting
agreement (the Underwriting Agreement) with Citigroup Global
Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan
Securities LLC, RBC Capital Markets, LLC and SunTrust Robinson
Humphrey, Inc., on behalf of the several underwriters named
therein in connection with the offer and sale of 3.500% Notes Due
2027 (the 2027 Notes) and 4.500% Notes Due 2047 (the 2047 Notes
and, together with the 2027 Notes, the Notes) in an underwritten
public offering (the Offering). The Offering is expected to be
completed on June21, 2017. The Underwriting Agreement includes
the terms and conditions for the Notes, indemnification and
contribution obligations, and other terms and conditions
customary in agreements of this type.
In connection with the Offering, the Company is filing the
Underwriting Agreement as Exhibit 1.1 to this Current Report on
Form8-K, which is to be incorporated by reference in its entirety
into the Companys Registration Statement on FormS-3 filed on
February12, 2016 (File No.333-209514), including the prospectus
contained therein (the Registration Statement).
Issuance of $600,000,000 of Notes
On June21, 2017, the Company expects to consummate the issuance
and sale of $300,000,000 aggregate principal amount of the 2027
Notes and $300,000,000 aggregate principal amount of the 2047
Notes, to the Underwriting Agreement. The 2027 Notes mature on
November15, 2027. The 2047 Notes mature on May15, 2047. The Notes
will be issued to the Indenture.
The Notes will be offered to the Registration Statement and a
related prospectus supplement dated June12, 2017.
The material terms and conditions of the 2027 Notes and the 2047
Notes are set forth in the resolutions establishing the Notes and
the forms of global note filed herewith as Exhibit4.1 and
Exhibit4.2, respectively, and incorporated by reference herein,
and in the Indenture filed as Exhibit4.b to the Companys Annual
Report on Form10-K for the fiscal year ended December31, 2016
filed on February9, 2017.
Item9.01 Financial Statements and Exhibits
(d) Exhibits.
| 1.1 |
Underwriting Agreement, dated June12, 2017, among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and SunTrust Robinson Humphrey Inc., as representatives of the several underwriters named therein |
|
| 4.1 |
Resolutions establishing the terms of the 3.500% Notes Due 2027 and form of global note |
|
| 4.2 |
Resolutions establishing the terms of the 4.500% Notes Due 2047 and form of global note |
|
| 5.1 | Opinion of Kenneth G. Cole, Esq. | |
| 23.1 | Consent of Kenneth G. Cole, Esq. (contained in Exhibit 5.1) |
About Masco Corporation (NYSE:MAS)
Masco Corporation designs, manufactures, markets and distributes branded home improvement and building products. The Company operates through four business segments: Cabinets and Related Products, Plumbing Products, Decorative Architectural Products and Other Specialty Products. It has a portfolio of brands, which includes KRAFTMAID, MERILLAT and PEERLESS. Its Cabinets and Related Products segment includes assembled kitchen and bath cabinets, home office workstations, entertainment centers, storage products, bookcases and kitchen utility products. Its Plumbing Products segment includes faucets, plumbing fittings and valves, showerheads and hand showers, bathtubs and shower enclosures, toilets, spas and exercise pools. Its Decorative Architectural Products segment includes paints and stains, cabinet, door, window and other hardware. Its Other Specialty Products segment includes windows, window frame components and patio doors, staple gun tackers, staples and other fastening tools.
