Masonite Completes Cross-border Restructuring

On June 9, 2009, Masonite International Corporation, a global manufacturer of residential and commercial doors, completed its financial restructuring and emerged from protection under both Chapter 11 of the US Bankruptcy Code and the Companies' Creditors Arrangement Act (CCAA) in Canada, only 85 days following its initial filings on March 16, 2009. The restructuring reduced Masonite's debt from US$2.2 billion in March to US$11.3 million of term debt and less than US$2 million of other debt at foreign subsidiaries at emergence. Immediately following emergence, Masonite paid off the $11.3 million of term debt, leaving less than $2 million of debt on the balance sheet with cash-on-hand of over $140 million. Masonite emerged from Chapter 11 and CCAA protection after meeting all closing conditions to the company's plan of reorganization in the US and the Canadian corporate plan of arrangement (the CBCA plan).

The plan of reorganization was confirmed by Judge Peter J. Walsh of the US Bankruptcy Court in Wilmington, Delaware on May 29. Justice Colin L. Campbell of the Ontario Superior Court of Justice recognized the US confirmation order and also approved the CBCA plan on June 1. Employees and trade creditors were not affected by the restructuring. Both Masonite's senior secured lenders and senior noteholders voted overwhelmingly in support of the plans. Of the lenders and noteholders who voted, 100 per cent of the senior secured debt (US$1.4 billion, 161 term lenders) and 99.99 per cent of the noteholders (US$665 million, 101 noteholders) voted to accept the compromise that gave the senior secured lenders a collective 97.5 per cent (before dilution for management equity incentive plan) of the common shares in the new Canadian parent holding company, Masonite Worldwide Holdings Inc., with the noteholders receiving 2.5 per cent (before dilution) of common shares and barrier warrants for up to an additional 17.5 per cent of the common shares.

Masonite was represented in-house by Matthew M. Clark, sr. vice president & general counsel, and Rose Murphy, associate general counsel and assistant secretary, and assisted by Goodmans LLP in Canada with a team that included Jay Carfagnini, Brian Empey, Lauren Cappell (restructuring); Tom Friedland and Jason Wadden (corporate litigation); Celia Rhea, Brenda Gosselin, Allan Goodman, Gary Diamond and Lee Waxberg (corporate); Maureen Berry (tax); Mark Surchin, Jeffrey Citron and Elisabeth Cleghorn (banking); Joel Schachter (Investment Canada) and Paul Goldman, Bruce Wright and Maria Davidson (British Columbia counsel). Masonite was represented in the US by Kirkland & Ellis LLP with a team that included Richard Cieri, Jonathan Henes, Christopher Marcus, Chad Husnick and William Guerrieri (restructuring); Leonard Klingbaum and Wendy Prager (banking); Joshua Korff and Christian Nagler (corporate); Steven Clemens (tax); Scott Price and Benjamin Panter (employment/compensation); Kimberly Taylor (corporate), Brant Bishop (litigation) and Phillipp Muheim and Karyn Koiffman (corporate).

Daniel DeFranceschi (restructuring) of Richards, Layton and Finger, P.A. represented Masonite in Delaware. Sébastien Thériault and Dan Wolfensohn (corporate) of Davies Ward Phillips & Vineberg LLP represented Masonite in Québec.

The monitor, Ernst & Young Inc., was represented by Ogilvy Renault LLP with a team that included Derrick Tay and Orestes Pasparakis (restructuring) and Randy Sutton (litigation). Ken Coleman and Angela Somers (restructuring) of Allen & Overy LLP was US counsel to the monitor.

Scotiabank, agent for the secured lenders, was represented in Canada by McMillan LLP with a team that included Andrew Kent, Lawrence Crozier, Hilary Clarke, Nicholas Sheib and Tushara Weerasooriya (restructuring); Michael Templeton (tax); David Dunlop, Wayne Gray, Stewart Ash and Jillian Flesch (corporate); Don Waters, Kiriakoula Hatzikiriakos and Puja Varma (banking); Neil Campbell and Sorcha O'Carroll (Investment Canada); and Andrea Onn (real estate); and in the US by Wachtell, Lipton, Rosen & Katz with a team that included Richard Mason, Gregory Pessin and Austin Witt (restructuring) and David Karp and Joey Shabot (corporate); and in British Columbia by Fasken Martineau DuMoulin LLP with a team that included John Grieve (restructuring) and Blair Horn and Benjamin Lee (corporate).

The noteholders were represented in Canada by Bennett Jones LLP with a team that included S. Richard Orzy, Kevin Zych and Jeffrey Kerbel (restructuring); and in the US by Paul, Weiss, Rifkind, Wharton & Garrison LLP with a team that included Alan Kornberg, Andrew Rosenberg and Margaret Phillips (restructuring) and Kenneth Schneider and Daniel Sobol (corporate); and in British Columbia by Mitchell Gropper, QC, (corporate) of Farris, Vaughan, Wills & Murphy LLP.

Centerbridge Partners LP was represented by Howard Sobel (corporate) of Latham & Watkins LLP.

Oaktree Capital Management LP was represented by Bruce Bennett and Sidney Levinson (bankruptcy) of Hennigan, Bennett & Dorman LLP.

The indenture trustee was represented in Canada by Sheryl Seigel (restructuring) of Lang Michener LLP and in the US by Glenn E. Siegel (restructuring) of Dechert LLP.

The Bank of Montreal was represented by Fraser Milner Casgrain LLP with a team that included Michael Wunder and Shayne Kukulowicz (restructuring).