Masco Corporation Approves Spin-off of TopBuild Corp.
June 08 2015 - 4:00PM
Business Wire
Record Date June 19, 2015
Masco Corporation (NYSE:MAS) today announced that its Board of
Directors has approved the previously-announced spin-off of
TopBuild Corp. (NYSE:BLD), which will, upon completion of the
spin-off, hold the assets and operations of Masco’s Installation
and Other Services businesses.
In the spin-off, Masco will distribute 100% of the shares of
common stock of TopBuild. The distribution of TopBuild shares is
expected to be completed after the New York Stock Exchange market
closing on June 30, 2015, with Masco stockholders receiving one
share of TopBuild common stock for every nine shares of Masco
common stock held at the close of business on the record date of
June 19, 2015. Following the distribution of TopBuild common stock,
TopBuild will be an independent, publicly-traded company. TopBuild
has received approval for the listing of its common stock on the
New York Stock Exchange under the symbol "BLD."
Keith Allman, Masco’s President and Chief Executive Officer
stated, “Last fall, we announced our plan to spin off TopBuild as
part of our strategic initiatives to enhance shareholder value.
Under the leadership of Jerry Volas as its Chief Executive Officer,
I am confident that TopBuild is well positioned to operate as an
independent public company. Following the spin-off, both TopBuild
and Masco will have greater flexibility to focus on and pursue
their respective growth strategies. For Masco, this is our ongoing
commitment to create shareholder value by profitably growing in
branded building products.”
Masco stockholders who hold their shares through a brokerage
account will receive a credit to their brokerage account reflecting
their ownership of TopBuild common stock. Masco stockholders who
hold their shares in certificated form will receive a book-entry
account statement reflecting their ownership of TopBuild common
stock and should retain their Masco stock certificates. Fractional
shares of TopBuild common stock will not be distributed. Any
fractional share of TopBuild common stock otherwise issuable to a
Masco stockholder will be sold in the open market on such
stockholder's behalf, and such stockholder will receive a cash
payment for the fractional share based on the stockholder’s pro
rata portion of the net cash proceeds from sales of all fractional
shares.
Masco will furnish an information statement to all stockholders
entitled to receive the distribution of shares of TopBuild common
stock. The information statement describes TopBuild and other
details regarding the spin-off. The information statement is
included as an exhibit to TopBuild's Registration Statement on Form
10, which it has filed with the Securities and Exchange Commission
(SEC) and is available at the SEC's website at www.sec.gov.
The completion of the distribution is subject to satisfaction of
a number of customary conditions, including the SEC having declared
effective TopBuild's Registration Statement on Form 10.
Masco expects to receive an opinion from its special tax
counsel, Davis Polk & Wardwell LLP, confirming the tax-free
status of the spin-off to Masco and its stockholders (except to the
extent of cash received in lieu of fractional shares).
Masco expects that a "when-issued" public trading market for
TopBuild common stock will commence on or about June 17, 2015 under
the symbol “BLD WI”, and will continue through the distribution
date. Masco also anticipates that "regular way" trading of TopBuild
common stock will begin on July 1, 2015, the first trading day
following the distribution date.
Masco expects that, beginning on or about June 17, 2015, and
through the distribution date, there will be two ways to trade
Masco common stock – either with or without the distribution of
TopBuild common stock. Masco stockholders who sell their shares of
Masco common stock in the "regular-way" market (that is, the normal
trading market on the NYSE under the symbol "MAS") after the June
19 record date and on or prior to the June 30 distribution date
will be selling their right to receive shares of TopBuild common
stock in connection with the spin-off. Masco also expects that
shares of Masco common stock will trade ex-distribution (that is,
without the right to receive the TopBuild distribution) during this
period under the symbol "MAS WI." Investors are encouraged to
consult with their financial advisors regarding the specific
implications of buying or selling shares of Masco common stock on
or before the distribution date.
Greenhill & Co., LLC and J.P. Morgan Securities LLC acted as
financial advisors to Masco regarding the spin-off.
About Masco
Headquartered in Taylor, Michigan, Masco Corporation is one of
the world’s leading manufacturers of home improvement and building
products.
About TopBuild
TopBuild installs insulation and other building products
nationwide through its TruTeam Contractor Services business, which
has over 190 installation branches located in 43 states. TopBuild
distributes insulation and other building products nationwide
through its Service Partners business from its 72 distribution
centers located in 35 states. TopBuild is based in Daytona Beach,
Florida.
Safe Harbor Statement
Statements contained in this press release that reflect our
views about our future performance constitute “forward-looking
statements” under the Private Securities Litigation Reform Act of
1995. Forward-looking statements can be identified by words such as
“believe,” “anticipate,” “appear,” “may,” “will,” “should,”
“intend,” “plan,” “estimate,” “expect,” “assume,” “seek,”
“forecast,” and similar references to future periods.
Forward-looking statements include, with respect to the completion
of the spin-off of TopBuild, the expected distribution date, the
listing of shares of TopBuild common stock on the NYSE, the
tax-free nature of the spin-off and the anticipated dates for
TopBuild common stock to begin trading on a “when-issued” basis and
on a “regular-way” basis and for Masco common stock to begin
trading on an “ex-distribution” basis. Our views about future
performance involve risks and uncertainties that are difficult to
predict and, accordingly, our actual results may differ materially
from the results discussed in our forward-looking statements. We
caution you against relying on any of these forward-looking
statements. Our and TopBuild’s future performance may be affected
by our and their reliance on new home construction and home
improvement, our and their reliance on key customers, the cost and
availability of raw materials, uncertainty in the international
economy, shifts in consumer preferences and purchasing practices,
our ability to improve our underperforming businesses, our ability
to maintain our competitive position in our industries. We discuss
many of the risks we face in Item 1A, “Risk Factors” in our most
recent Annual Report on Form 10-K, as well as in our Quarterly
Reports on Form 10-Q and in other filings we make with the
Securities and Exchange Commission. TopBuild discusses many of the
risks it faces under the caption “Risk Factors” in the information
statement filed as part of its Registration Statement on Form 10.
The forward-looking statements in this press release speak only as
of the date of this press release. Factors or events that could
cause our actual results to differ may emerge from time to time,
and it is not possible for us to predict all of them. Unless
required by law, we and TopBuild undertake no obligation to update
publicly any forward-looking statements as a result of new
information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20150608006481/en/
Masco CorporationIrene Tasi, 313-792-5500Director – Investor
Relationsirene_tasi@mascohq.com
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