Separation expected to be complete on
Wednesday, December 14, 2022
Fortune Brands Home & Security, Inc. (NYSE: FBHS or “Fortune
Brands” or the “Company”), an industry-leading home and security
products company, announced that on November 21, 2022, its Board of
Directors approved the previously announced separation of its
cabinets business, MasterBrand, Inc. (“MasterBrand”), via a
tax-free spin-off.
The separation is expected to be complete on Wednesday, December
14, 2022, and will be achieved through the distribution of all
outstanding shares of MasterBrand common stock to Fortune Brands
common stockholders of record as of 5:00 PM, Central Time, on
Friday, December 2, 2022. The distribution of MasterBrand’s shares
is expected to be completed after the market close on Wednesday,
December 14, 2022, with Fortune Brands common stockholders
receiving one share of MasterBrand’s common stock for every share
of Fortune Brands’ common stock held on the record date.
The distribution does not require stockholder approval and no
stockholder action is necessary to receive shares in the
distribution of MasterBrand’s common stock. Fortune Brands will
distribute an information statement to all stockholders entitled to
receive the distribution of MasterBrand’s shares. The preliminary
information statement has been included as an exhibit to
MasterBrand’s Registration Statement on Form 10 filed with the U.S.
Securities and Exchange Commission and describes MasterBrand’s
business, certain risks of owning MasterBrand’s common stock and
other details regarding the separation and distribution.
Fortune Brands expects that a “when-issued” public trading
market for MasterBrand’s common stock will commence on or about
Friday, December 9, 2022, and to continue up to and including the
distribution date on Wednesday, December 14, 2022, under ticker
symbol “MBC WI”. Fortune Brands also anticipates that “regular-way”
trading of MasterBrand’s common stock will begin on Thursday,
December 15, 2022, under the ticker symbol “MBC”, the first trading
day following the distribution date.
Beginning on or about December 9, 2022 and continuing until and
including the distribution date, there will be two ways to trade
Fortune Brands common stock – either with or without the
distribution of MasterBrand’s common stock. Fortune Brands
stockholders who sell their shares of Fortune Brands common stock
in the “regular-way” market after the record date and up to and
including the distribution date will be selling their right to
receive shares of MasterBrand in connection with the separation.
Fortune Brands stockholders who sell their shares of Fortune Brands
common stock in the “ex-distribution” market, under ticker symbol
“FBIN WI”, beginning on or about December 9, 2022, and continuing
until and including the distribution date will not be selling their
right to receive shares of MasterBrand’s common stock in connection
with the separation. Investors are encouraged to consult with their
financial advisors regarding the specific implications of buying or
selling shares of Fortune Brands common stock on or before the
distribution date. As previously announced, following the
distribution date, Fortune Brands intends to change its name to
Fortune Brands Innovations, Inc. and its ticker symbol to
“FBIN.”
Leadership from Fortune Brands and MasterBrand will speak to
their respective strategies at the Company’s upcoming Investor Day
on December 6, 2022. Learn more about the Company’s plan to
separate by visiting www.fbhs.com/separation-updates.
CAUTIONARY STATEMENT CONCERNING
FORWARD-LOOKING STATEMENTS
This press release contains certain “forward-looking statements”
that are made pursuant to the safe harbor provisions of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
regarding general business strategies, product offerings, expansion
into new geographic markets, market potential, anticipated future
financial performance, the potential of our brands, and other
matters. Statements preceded by, followed by or that otherwise
include the words “believes”, “positioned”, “expects”, “estimates”,
“plans”, “look to”, “outlook”, “intend”, and similar expressions or
future or conditional verbs such as “will”, “should”, “would”,
“may” and “could” are generally forward-looking in nature and not
historical facts. Where, in any forward-looking statement, we
express an expectation or belief as to future results or events,
such expectation or belief is based on the current plans and
expectations of our management. Although we believe that these
statements are based on reasonable assumptions, they are subject to
numerous factors, risks and uncertainties that could cause actual
outcomes and results to be materially different from those
indicated in such statements, including but not limited to the
expected benefits and costs of the intended spin-off transaction;
the tax-free nature of the spin-off; the expected timing of the
completion of the spin-off transaction and the transaction terms;
general business and economic conditions; our reliance on the North
American repair and remodel and new home construction activity
levels; our reliance on key customers and suppliers; our ability to
maintain our strong brands and to develop innovative products while
maintaining our competitive positions; our ability to improve
organizational productivity and global supply chain efficiency; our
ability to obtain raw materials and finished goods in a timely and
cost-effective manner; the impact of sustained inflation, including
global commodity and energy availability and price volatility; the
impact of trade-related tariffs and risks with uncertain trade
environments or changes in government and industry regulatory
standards; our ability to attract and retain qualified personnel
and other labor constraints; the uncertainties relating to the
impact of COVID-19 on the Company’s business and results; our
ability to achieve the anticipated benefits of our strategic
initiatives; our ability to successfully execute our acquisition
strategy and integrate businesses that we have and may acquire; and
the other factors discussed in our securities filings, including in
Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the Securities and Exchange
Commission. The forward-looking statements included in this release
are made as of the date hereof, and except as required by law, we
undertake no obligation to update, amend or clarify any
forward-looking statements to reflect events, new information or
circumstances occurring after the date of this release.
About Fortune Brands
Fortune Brands Home & Security, Inc. (NYSE: FBHS),
headquartered in Deerfield, IL., is a Fortune 500 company, part of
the S&P 500 Index and a leader in the home products industry.
With trusted brands and market leadership positions in each of its
three operating segments, Water Innovations, Outdoors &
Security, and Cabinets, Fortune Brands’ 28,000 associates work with
a purpose to fulfill the dreams of home.
The Company’s growing portfolio of complementary businesses and
innovative brands includes Moen and the House of Rohl within Water
Innovations; outdoor living and security products from Therma-Tru,
LARSON, Fiberon, Master Lock and SentrySafe; and MasterBrand
Cabinets’ wide-ranging offerings from MANTRA, Diamond, Omega and
many more. Visit www.FBHS.com to learn more about FBHS, its brands
and how the Company is accelerating its environmental, social and
governance (ESG) commitments.
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version on businesswire.com: https://www.businesswire.com/news/home/20221122005285/en/
INVESTOR CONTACT: Investor.Questions@fbhs.com
MEDIA CONTACT: Media.Relations@fbhs.com
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