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Masonite completes cross-border restructuring

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Bank of Nova Scotia

On June 9, 2009, Masonite International Corporation, a leading global manufacturer of residential and commercial doors, successfully completed its financial restructuring and emerged from protection under both Chapter 11 of the U.S. 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 $2.2 billion (all figures in USD) in March to $11.3 million of Term Debt and less than $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. On June 1, Justice Colin L. Campbell of the Ontario Superior Court of Justice recognized the US Confirmation Order and also approved the CBCA Plan. 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. Scotiabank, Agent for the Secured Lenders, was represented in British Columbia by Fasken Martineau with a team that included John Grieve (restructuring) and Blair Horn and Benjamin Lee (corporate).



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