UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 20, 2024

MasterBrand, Inc.
(Exact name of registrant as specified in its charter)

Delaware
  
001-41545
  
88-3479920
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

3300 Enterprise Parkway, Suite 300
Beachwood, Ohio
  
44122
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: 877-622-4782
 
 
N/A
  
 
(Former name or former address, if changed since last report)
  
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
  
MBC
  
New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company          ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐
 
Item 8.01.
Other Events.

On June 20, 2024, MasterBrand, Inc. (the “Company”) issued a press release announcing the pricing of its previously announced private offering (the “Offering”) of $700 million aggregate principal amount of 7.00% Senior Notes due 2032 (the “Notes”). The Notes are expected to settle on or around June 27, 2024, subject to customary closing conditions.

The Notes will be the Company’s unsecured and unsubordinated debt obligations and will be guaranteed, on a senior unsecured basis, by the subsidiaries that guarantee the Company’s credit facility.

The Company intends to use the net proceeds from the Offering, together with borrowings under its new revolving credit facility and cash on hand, to fund the previously announced acquisition of Supreme Cabinetry Brands, Inc. (“Supreme”), refinance the Company’s existing revolving credit facility and Term Loan A credit facility, and pay fees and expenses associated with the refinancing of the existing credit agreement, the issuance and proceeds of the Notes and the acquisition of Supreme.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to certain non-U.S. investors pursuant to Regulation S under the Securities Act. The Notes and the related guarantees will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
No.
  
Description
     
 
Press Release, dated June 20, 2024.
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 20, 2024
By:
/s/ R. David Banyard, Jr.
 
Name:
R. David Banyard, Jr.
 
Title:
Chief Executive Officer