공시 • May 30
MasterBrand, Inc. (NYSE:MBC) completed the acquisition of American Woodmark Corporation (NasdaqGS:AMWD) from a group of shareholders.
MasterBrand, Inc. (NYSE:MBC) entered into a definitive agreement to acquire American Woodmark Corporation (NasdaqGS:AMWD) from a group of shareholders for approximately $880 million on August 5, 2025. Under the terms of the agreement, at closing, American Woodmark shareholders will receive 5.150 shares of MasterBrand common stock for each share of American Woodmark common stock owned. MasterBrand and American Woodmark shareholders will own approximately 63% and 37% of the combined company, respectively, on a fully diluted basis. Upon closing, American Woodmark will become a wholly-owned subsidiary of MasterBrand and the MasterBrand Board will be expanded to include three directors from American Woodmark. Following the closing of the transaction, the combined company, to be called MasterBrand, will be headquartered in Beachwood, OH and will maintain a significant presence in Winchester, VA. Nathaniel Leonard, EVP, Corporate Strategy and Development at MasterBrand will lead the process to integrate MasterBrand and American Woodmark. The combined company will operate under the name MasterBrand, Inc. and its shares will continue to trade on the New York Stock Exchange under the symbol “MBC”. As a result of the completion of the merger, the common stock of American Woodmark will be delisted from the Nasdaq Stock Market. MasterBrand may be required to pay American Woodmark a termination fee of $30 million. The Merger Agreement further provides that MasterBrand will be required to pay American Woodmark a reverse termination fee of $35 million in the event the Merger Agreement is terminated under certain specified circumstances related to antitrust laws. American Woodmark may be required to pay MasterBrand a termination fee of $25 million.
Three former American Woodmark directors, Andrew Cogan, Philip Fracassa, and Daniel Hendrix joined MasterBrand’s Board of Directors as independent directors upon completion of the transaction. David Petratis will remain as Chairman of the Board of Directors of MasterBrand. Dave Banyard will remain as President and Chief Executive Officer of MasterBrand.
The transaction, has been unanimously approved by the Board of Directors of both companies, and is subject to approval of the transaction by MasterBrand and American Woodmark shareholders, the receipt of regulatory approvals, approval for listing on NYSE, subject to official notice of issuance, of the shares of MasterBrand common stock to be issued as a portion of the merger consideration in the MasterBrand share issuance, expiration or termination of the waiting period under the HSR Act applicable to the transactions contemplated by the merger agreement, approval from, or such other actions as are required to be made with or obtained from, the Comisión Nacional Antimonopolio (the Mexican National Antitrust Commission) or its predecessor agencies or any successor agency must have been obtained and remain in full force, solely to the extent Raygold Insurance LLC is not dissolved in accordance with the merger agreement, approval from the Vermont Department of Financial Regulation pursuant to Section 15 of Regulation C-81-2 of the Vermont Administrative Code in respect of the acquisition of control of Raygold Insurance LLC must have been obtained and remain in full force and effect and effect and the satisfaction of other customary closing conditions. The transaction is expected to close in early 2026. Registration Statement as amended was declared effective by the SEC on September 25, 2025. As of October 3, 2025 Federal Competition Commission of Mexico that it approved the Merger. As on October 30, 2025, the transaction has been approved by shareholders of both the companies. On May 22, 2026, MasterBrand received notice from the Federal Trade Commission that the agency has closed its investigation of MasterBrand’s proposed merger with American Woodmark. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired. As a result, MasterBrand expects to close the transaction on or about May 28, 2026, subject to the satisfaction or waiver of other customary closing conditions.
Rothschild & Co is acting as MasterBrand’s financial advisor, and Marie Gibson and June Dipchand of Skadden, Arps, Slate, Meagher & Flom LLP is acting as MasterBrand’s legal counsel on the transaction. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor, and C Street Advisory Group is serving as investor relations advisor. Jefferies LLC is acting as American Woodmark’s financial advisor and fairness opinion provider, and McGuireWoods LLP is acting as American Woodmark’s legal counsel on the transaction. American Woodmark has agreed to pay Jefferies for its financial advisory services in connection with the merger an aggregate fee currently estimated to be approximately $13.0 million, of which a portion was payable upon delivery of its opinion and $11.0 million is contingent upon consummation of the merger. Collected Strategies is serving as strategic communications advisor to American Woodmark. Stuart Rogers of Alston & Bird LLP represented Rothschild & Co US Inc. as financial advisor and fairness opinion provider to MasterBrand. MasterBrand has agreed to pay Rothschild & Co a fee of $15,000,000 for its services of which $3,000,000 became payable to Rothschild & Co upon the earliest of (i) delivery of its opinion, (ii) execution of the merger agreement and (iii) the announcement of the merger, and the remaining portion of which is contingent upon the consummation of the merger. Equiniti Trust Company acted as transfer agent to MasterBrand. Innisfree M&A Incorporated acted as proxy solicitor to MasterBrand and will be paid a fee of approximately $50,000. MacKenzie Partners acted as information agent to American Woodmark and will receive a fee of approximately $20,000, plus reasonable expenses in an amount not to exceed $10,000. Computershare Trust Company, N.A. acted as transfer agent to American Woodmark. Bain & Company, Inc. acted as financial advisor to MasterBrand, Inc.
MasterBrand, Inc. (NYSE:MBC) completed the acquisition of American Woodmark Corporation (NasdaqGS:AMWD) from a group of shareholders on May 28, 2026.