Owens Corning offers to trade 3½% Masonite notes for new notes, cash

By Wendy Van Sickle

Columbus, Ohio, May 1 – Owens Corning began an offer to exchange any and all of the $375 million of outstanding 3½% senior notes due Feb. 15, 2030 issued by Masonite International Corp. (Cusips: 575385AE9 and C5389UAM2) for new notes issued by Owens Corning and, in some cases, cash, according to a news release.

The company is offering a total consideration of $1,000 of new 3½% senior notes due Feb. 15, 2030 issued by Owens Corning and $2.50 in cash for each $1,000 of existing Masonite notes tendered by the early deadline, 5 p.m. ET on May 14. Holders who tender their notes after that date will receive $970 of new notes and no cash per $1,000 of existing notes.

The offer will expire at 5 p.m. ET on May 30.

In conjunction with the exchange offer, Masonite is soliciting consents to adopt some proposed amendments to the indenture governing the existing Masonite notes to eliminate some of the covenants, restrictive provisions and events of default. It is offering consent payment of $2.50 per $1,000 principal amount of notes for which consents are given.

Holders may not deliver consents to the proposed amendments in the consent solicitation without tendering existing Masonite notes in the exchange offer and may not tender existing Masonite notes in the exchange offer without delivering consents in the consent solicitation.

The new Owens Corning notes will accrue interest from Feb. 15. They will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

If an early settlement date is elected, it is expected to be May 16. Final settlement is expected to be within two days of the expiry of the offer.

The exchange offer and consent solicitation are conditioned on consummation of the pending acquisition of Masonite by Owens Corning, among other things.

Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) is lead dealer manager and solicitation agent. Wells Fargo Securities, LLC is co-dealer manager and solicitation agent for the exchange offer.

Global Bondholder Services Corp. (855 654-2015, 212 430-3774 or contact@gbsc-usa.com) is the information agent and the exchange agent.

Owens Corning is a Toledo, Ohio-based maker of composite building materials. Masonite is a Tampa, Fla.-based designer, manufacturer, marketer and distributor of interior and exterior doors and door systems.

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