MasterBrand to Acquire Supreme Cabinetry Brands

Acquisition is strongly aligned with MasterBrand’s growth priorities, and channel and product strategy

Enhances MasterBrand’s product and brand portfolio, while meaningfully expanding dealer network, diversity of channel distribution, and delivery of consumer value and choice

Supreme Cabinetry Brands brings exceptional track record of growth and profitability; Companies share highly complementary cultures and commitment to superior customer experience

Significant cost synergies of $28 million expected by the end of year three; Expected to be accretive to adjusted diluted EPS¹ within first full year after closing

MasterBrand, Inc. (the “Company,” or “MasterBrand”), through its subsidiary MasterBrand Cabinets, LLC, has agreed to acquire Supreme Cabinetry Brands, Inc. (“Supreme”), a highly regarded cabinetry company, from GHK Capital Partners LP (“GHK”) for $520 million in cash. Pre-synergies, the purchase price represents a multiple of approximately 8.9x Supreme’s adjusted EBITDA¹ for the twelve months ending March 31, 2024, inclusive of $25 million net present value of cash tax attributes being acquired in the transaction. Including anticipated annual run-rate cost synergies of $28 million, the purchase price multiple of adjusted EBITDA¹ is approximately 5.9x.

Through the acquisition of Supreme, MasterBrand will reach more consumers, across an enhanced dealer network, with improved efficiency and effectiveness – unlocking meaningful value creation and greater opportunities for a superior customer and consumer experience. The transaction provides MasterBrand with a broadened portfolio of premium cabinetry in resilient and attractive categories of kitchen and bath. MasterBrand will have highly complementary and diversified channel distribution, and a strategically located facility footprint with ample capacity to support growth in any market condition. MasterBrand’s industry-leading distribution network, operational excellence, and established industry reputation will create opportunities to maximize the value of Supreme’s portfolio and further enhance Supreme’s exceptional customer service, category expertise, and value delivered to consumers.

“The addition of Supreme’s premium kitchen and bath cabinetry to our offering will enable MasterBrand to provide unmatched breadth and service to our customers and consumers, compelling opportunities for our combined teams, and value to our shareholders,” said Dave Banyard, President and Chief Executive Officer of MasterBrand. “Supreme’s complementary products will immediately expand MasterBrand’s portfolio and accelerate our strategy, while its nationwide dealer network will enhance our existing footprint and strengthen our ability to deliver high-quality, on-trend products. Importantly, MasterBrand and Supreme share complementary cultures grounded in a commitment to the customer and consumer experience. We look forward to welcoming the Supreme team and working alongside them to unlock the many opportunities presented by this acquisition and advance our purpose of building great experiences together.”

“We have long admired MasterBrand’s dedication to delivering for customers, and its commitment to operational excellence. We are excited to join the MasterBrand family,” said Tony Sugalski, Chief Executive Officer of Supreme. “We believe that combining our outstanding service level and craftsmanship with MasterBrand’s resources, scale, and shared commitment to high-quality production will deliver greater value to our customers and consumers.”

The acquisition is expected to deliver annual run-rate cost synergies of $28 million by the end of year three. These will come from areas including procurement, facility optimization, and overhead expenses. In addition to the cost synergies, MasterBrand anticipates commercial synergies across the companies’ complementary channels and product lines. The acquisition is expected to be accretive to adjusted diluted EPS1 within the first full year after closing.

Timing, Financing and Approvals

The closing of the acquisition is subject to customary closing conditions, including antitrust clearance in the United States, and is expected to be completed during the third quarter of 2024.

While MasterBrand intends to fund the transaction through cash on hand and existing credit facilities, the Company has also arranged an incremental debt commitment from JPMorgan Chase Bank, N.A. to ensure ample liquidity to support its ongoing capital allocation priorities.

MasterBrand anticipates its pro forma net debt to adjusted EBITDA¹ will be approximately 2.4 – 2.6x as of the expected closing date of the transaction. MasterBrand plans to utilize the strong free cash flow generation of the combined organization to reduce this ratio back to its target range of under 2.0x within two years post-close.

Advisors

Rothschild & Co is acting as MasterBrand’s exclusive financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP is acting as MasterBrand’s legal counsel on the transaction.

¹ See “Non-GAAP Financial Measures” at the end of this press release for definitions of non-GAAP measures.

About MasterBrand

MasterBrand, Inc. (NYSE: MBC) is the largest manufacturer of residential cabinets in North America and offers a comprehensive portfolio of leading residential cabinetry products for the kitchen, bathroom and other parts of the home. MasterBrand products are available in a wide variety of designs, finishes and styles and span the most attractive categories of the cabinets market: stock, semi-custom and premium cabinetry. These products are delivered through an industry-leading distribution network of over 4,400 dealers, major retailers and builders. MasterBrand employs over 12,000 associates across more than 20 manufacturing facilities and offices. Additional information can be found at www.masterbrand.com.

About Supreme Cabinetry Brands

Supreme Cabinetry Brands, Inc. is one of the largest manufacturers of residential cabinetry in America with a beautiful portfolio of product lines significantly focused on the premium cabinetry segment. With manufacturing facilities located in Minnesota, Iowa and North Carolina, Supreme Cabinetry Brands, with its two iconic brands, Dura Supreme and Bertch cabinetry, craft framed and frameless cabinetry for a nationwide network of dealers. For more information, www.supremecabinetrybrands.com.

About GHK Capital Partners LP

GHK is a leading middle-market private equity firm focused on making control investments in industrial companies across North America. For more information about GHK, please visit www.ghk.com

Source: Masterbrand, Inc