MasterBrand Inc

Current report

Risks related to our operations

Current report

We may not be successful in identifying and executing potential business development transactions, such as our acquisition of Supreme, or realizing the financial and strategic goals that were contemplated at the time of any historical or potential business development transaction, which could have an adverse impact on our ability to meet our growth objectives.

Current report

We may seek to accelerate our growth by not only advancing our own product pipelines and maximizing the value of our existing products, but also through various forms of business development activities, which include our acquisition of Supreme and any alliances, licenses, joint ventures, collaborations, equity- or debt-based investments, dispositions, divestments, mergers and acquisitions. The success of our business development activities is dependent on the availability and accurate evaluation of appropriate opportunities, competition from others that are seeking similar opportunities and our ability to successfully identify, structure and execute transactions, including the ability to satisfy or waive closing conditions in the anticipated timeframes, or at all, and our ability to successfully integrate acquired businesses and develop and commercialize acquired products. Pursuing, executing and consummating these transactions may require substantial investment, which may require us to obtain additional equity or debt financing, which could result in increased leverage and/or a downgrade of our credit ratings or limit our operating or financial flexibility relative to our current position. The success of our business development transactions depends on our ability to realize the anticipated benefits of these transactions and is subject to numerous risks and uncertainties, many of which are outside of our control, including the possibility that the anticipated benefits from such transactions, including synergies and cost savings, will not be realized or will not be realized within the anticipated time period.

Current report

With respect of the Supreme acquisition, the assumptions and estimates underlying the estimated synergies are inherently uncertain and, although considered reasonable by the Company’s management as of the date of the acquisition, are subject to significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from expectations. The anticipated synergies are based upon assumptions about our ability to implement integration measures in a timely fashion and within certain cost parameters. Our ability to achieve the planned cost synergies is dependent upon a significant number of factors, many of which are beyond our control. No assurances can be made that the costs of achieving the synergies will not rise materially, or that such synergies will be realized in the amounts expected, in the timeframes we currently anticipate, or at all.

Current report

In addition, regulatory hurdles and commercialization challenges may adversely impact revenue and income contribution from acquired products and businesses. We may fail to generate anticipated revenue growth for our existing products, product pipeline and acquired products or businesses or we may fail to achieve anticipated cost savings, such as those anticipated with respect to Supreme, within anticipated time frames or at all, which may impact our ability to meet our growth objectives. Our business development activities may divert our focus and resources that would otherwise be invested into maintaining or growing our business. Similarly, the accretive impact anticipated from transactions may not be realized or may be delayed. Integration of these products or businesses may result in the loss of key employees, the disruption of ongoing business, including third-party relationships, or inconsistencies in standards, controls, procedures and policies. Further, while we seek to mitigate risks and liabilities through, among other things, due diligence, we may be exposed to risks and liabilities as a result of business development transactions. There is no assurance that we will be able to acquire attractive businesses or enter into strategic business relationships on favorable terms ahead of our competitors, or that such acquisitions or strategic business development relationships will be accretive to earnings or improve our competitive position.

Current report

We have debt obligations, and may in the future incur additional debt obligations, that could adversely affect our business and profitability and our ability to meet our other obligations.

Current report

On June 27, 2024, the Company completed a private offering of $700.0 million aggregate principal amount of 7.00 percent Senior Notes due 2032 and entered into an amended and restated credit agreement. This debt could potentially have important consequences to us and our debt and equity investors, including:

Current report

• require a substantial portion of our cash flow from operations to make interest and principal payments, which could reduce our profitability;

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• make it more difficult to satisfy debt service and other obligations;

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• increase the risk of a future downgrade of our credit ratings, which could increase our future debt costs and limit the future availability of debt financing;

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• increase our vulnerability to adverse economic and industry conditions, such as adverse interest rates;

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• reduce the cash flow available to fund capital expenditures and other corporate purposes and to grow our business;

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• limit our flexibility in planning for, or reacting to, changes in our business and the industry;

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• place us at a competitive disadvantage relative to our competitors that may not be as highly leveraged with debt; and

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Additionally, our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including, but not limited to: (1) our financial performance; (2) our credit ratings; (3) the liquidity of the overall capital markets; and (4) the state of the economy, including the housing market. There can be no assurance that we will have access to the capital markets on terms acceptable to us.

Current report

Risks related to the Senior Notes

Current report

The terms of the 2024 Credit Agreement and the Indenture governing the Senior Notes restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

Current report

The 2024 Credit Agreement and Indenture that governs the Senior Notes contain a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including, among other things, restrictions on our ability to:

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• incur additional indebtedness and guarantee indebtedness;

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• prepay, redeem or repurchase certain debt;

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• make loans and investments;

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• sell or otherwise dispose of assets;

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• incur liens on assets;

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• enter into transactions with affiliates;

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• alter the businesses we conduct;

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• consolidate, merge with, or sell all or substantially all of our assets to, another person.

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In addition, the 2024 Credit Agreement requires us to maintain specified financial ratios and to satisfy other financial condition tests.

Current report

A breach of the covenants or restrictions under our indebtedness could result in an event of default under the applicable indebtedness. Such a default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In addition, an event of default under the 2024 Credit Agreement would permit the lenders under the 2024 Credit Agreement to terminate all commitments to extend further credit under that facility. Furthermore, if we were unable to repay the amounts due and payable under the 2024 Credit Agreement, the lenders under such facilities could proceed against the collateral granted to them to secure that indebtedness. In the event our lenders or noteholders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. As a result of these restrictions, we may be:

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• limited in how we conduct our business;

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• restricted in our ability to grow our business;

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• unable to take advantage of business opportunities that may be in our long-term best interest;

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These restrictions may affect our ability to grow in accordance with our strategy. In addition, our financial results, our substantial indebtedness and our credit rating could adversely affect the availability and terms of our financing.

Current report

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. In addition, we might be required to refinance fixed rate indebtedness at less favorable interest rates.

Current report

Interest under our 2024 Credit Agreement will accrue at a floating rate, typically based on Secured Overnight Financing Rate (“SOFR”). As a result, changes in interest rates will affect the amount of interest we pay on borrowings under the 2024 Credit Agreement, and thus increases in SOFR will increase our interest expense. In addition, while changes in Treasury and other similar interest rates do not impact the interest rates payable with respect to our fixed rate indebtedness while outstanding, we might be required to pay higher interest rates with respect to any refinancing of fixed rate debt maturities, which would impact future results of operations and cash flows.