Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed,Masonite Corporation , aDelaware Corporation ("Buyer"), a wholly-owned subsidiary ofMasonite International Corporation , aBritish Columbia corporation ("Masonite"), entered into a Securities Purchase Agreement (inclusive of the Amendment described below, the "SPA") dated as ofNovember 2, 2022 , by and among Buyer,Cyprium Investors V LP , aDelaware limited partnership ("Cyprium Investors V"),Cyprium Parallel Investors V LP , aDelaware limited partnership ("Cyprium Parallel V"), 1492Capital LLC , anOhio limited liability company ("1492 Capital"),Nationwide Defined Benefit Master Trust , an employee pension plan organized inNew York ("Nationwide"),Bruce Procton , a natural person, theRose E. Procton Irrevocable Trust u/a/d 12/31/12, theAlexander M. Procton Irrevocable Trust u/a/d 12/31/12, theJonas M. Procton Irrevocable Trust u/a/d 12/31/12,Kevin MacDonald , a natural person,Walter Hammond , a natural person,Greg McGehee , a natural person, andLarry Repar , a natural person (collectively, the "Endura Stockholders"), Cyprium Investors V, Cyprium Parallel V, 1492 Capital and Nationwide (collectively, the "Endura Warrant Holders" ), Endura andBruce Procton , a natural person, as Endura's equityholders' representative, pursuant to which Buyer acquired all of the rights and interests in and to the capital stock of Endura, for a purchase price of approximately$375 million in cash, subject to certain adjustments as set forth in the SPA. OnDecember 30, 2022 , Buyer, Endura Stockholders, Endura Warrant Holders, Endura andBruce Procton entered into an amendment to the SPA (the "Amendment"), pursuant to which, among other things, the Initial Outside Date (as defined in the SPA) was amended to beJanuary 4, 2023 to permit the transaction to be completed onJanuary 3, 2023 . Other than as expressly modified pursuant to the Amendment, the SPA, which was previously filed as Exhibit 2.1 to Masonite's Current Report on Form 8-K filed with theSecurities and Exchange Commission onNovember 3, 2022 and is incorporated herein by reference, remains unmodified. The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure under Item 1.01 of this report is incorporated by reference
herein. On
Item 7.01 Regulation FD Disclosure.
On
The information and exhibit provided pursuant to this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that Section 18, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. Masonite intends to file such financial statements by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. Masonite intends to file such pro forma financial information by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. 2
--------------------------------------------------------------------------------
(d) Exhibits. Exhibit No. Description 10.1 Amendment to the Securities Purchase Agreement, dated as ofDecember 30, 2022 , by and among Buyer, Masonite, Endura,
Endura Stockholders, Endura
Warrant Holders and Endura's equityholders'
representative
99.1 Press release issued byMasonite International
Corporation on
2023 104 Cover Page Interactive Data File (formatted as
Inline XBRL and contained in
Exhibit 101)
* Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
registrant hereby agrees to supplementally furnish to the
3
--------------------------------------------------------------------------------
© Edgar Online, source