On April 6, 2005, Stile Acquisition Corp., an affiliate of Kohlberg Kravis Roberts & Co., acquired door maker Masonite International Corp. in a transaction valued at $3.1 billion. The outstanding common shares of Masonite were acquired for $42.25 per share. Financing for the transaction was provided in part by a senior credit facility and a subordinated bridge loan facility through a syndicate of lenders led by the Bank of Nova Scotia and Deutsche Bank Securities Inc. The transaction was carried out by way of plan of arrangement under the OBCA.
Masonite was represented in Canada by Davies Ward Phillips & Vineberg LLP with a team that included Bill Gula, Mark Connelly, Mitch Finkelstein, Jennifer Grossklaus and Denis Frawley (corporate/securities); John Ulmer and Elie Roth (tax); and George Addy, Mark Katz and Simon Lockie (competition and Investment Canada). US counsel to Masonite was Sullivan & Cromwell LLP with a team that included James Morphy, Keith Pagnani and Ariel Aminetzah. Masonite’s special committee of the board of directors was represented by Bill Orr of Fasken Martineau DuMoulin LLP.
Canadian counsel to KKR and Stile was Osler, Hoskin & Harcourt LLP with a team that included Steve Sigurdson, John Walsh, Joe Cosentino and Shane Priemer (corporate/securities); Michael Hart and Laily Darvish (banking and finance); Firoz Ahmed and Julie Colden (tax); and Peter Glossop (competition and Investment Canada). US counsel to KKR and Stile was Simpson Thacher & Bartlett LLP with a team that included Gary Horowitz, Marni Lerner and Andrew Chvatal (corporate/securities); and Matthew O’Shea, Jennifer Steen, James Cross and Jeff Goldfarb (banking and finance).
Debt financing for the transaction was provided by the Bank of Nova Scotia, Deutsche Bank Securities Inc., UBS Securities LLC, Bank of Montreal and SunTrust Bank. The banks were represented by US counsel Mayer, Brown, Rowe & Maw LLP and Canadian counsel McMillan Binch LLP. The Mayer, Brown team consisted of Andrew Mattei, Ron Franklin, Andrew Bettwy and Erin Meek for the senior credit facility; Mark Wojciechowski, Jeffrey Whyte, Greg Ruback, Luke Richbourg and Shane Deaton for the bridge loan facility; with David Goldman and Jennifer May providing tax counsel. The McMillan Binch team included Andrew Kent, Richard Higa, Robert Scavone, Don Waters and Banu Unal (banking and finance) and Michael Templeton and Michael Friedman (tax).