Press Releases

03.16.09Masonite Receives Strong Support From Bank Lenders and Bondholders to Proceed with Debt Restructuring Plan

Once Completed, Plan Will Eliminate Nearly $2 Billion in Debt and
Lower Annual Interest Expense by Approximately $145 Million

To Implement Restructuring, Company Initiates Voluntary Reorganization Proceedings
Under Chapter 11 in the U.S. and CCAA in Canada

MISSISSAUGA, ON, March 16, 2009 – Masonite International Inc. (the “Company”) today announced that it has received strong support from its bank lender and bondholder constituencies to move forward with its previously announced debt restructuring plan. If implemented as proposed, this plan will enable Masonite to reduce its outstanding debt by nearly $2 billion, from $2.2 billion today to up to $300 million upon consummation of the plan, and reduce its annual cash interest costs by approximately $145 million.

On March 3, 2009, Masonite announced that it had reached an agreement in principle with members of a steering committee representing its senior secured lenders and representatives of an ad-hoc committee representing holders of its senior subordinated notes due 2015 on the terms of a restructuring plan that will create an appropriate capital structure to support the Company’s long-term strategic plan and business objectives. Since then, the Company has entered into lock-up agreements supporting the restructuring plan with holders of more than 75 percent in principal amount of its senior secured obligations and more than 80 percent in principal amount of its senior subordinated notes due 2015. The minimum threshold required for effectiveness of these lock-up agreements is 66 percent.

In order to implement this restructuring plan, the Company and several affiliated companies, including Masonite International Corporation, today voluntarily filed to reorganize under the Companies' Creditors Arrangement Act (CCAA) in Canada in the Ontario Superior Court of Justice. In addition, Masonite Corporation and all of its U.S. subsidiaries today filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in Wilmington, Delaware. Masonite’s subsidiaries and affiliates outside of North America have not initiated reorganization cases and are not expected to be adversely impacted by the legal proceedings.

We are very pleased to have received strong support from our lender and bondholder groups for our debt restructuring plan," said Fred Lynch, President and Chief Executive Officer of Masonite. "We are ahead of schedule and intend to proceed quickly and expeditiously to implement the plan, which would reduce Masonite’s debt by nearly $2 billion and put our Company in a stronger, financially healthier position for the future. We expect to emerge from this process with an appropriate capital structure to support our long-term business objectives and with increased financial flexibility both to navigate the current industry challenges and to take advantage of future growth opportunities."

Masonite plans to continue to operate as usual during the restructuring process. The Company’s manufacturing and distribution facilities around the world will continue to serve customers in the normal course. Pre-negotiated cases typically are effectuated in 90 to 120 days.

Under the proposed plan, all trade creditors would be "unimpaired," which means that trade suppliers and vendors would be paid in full. To this end, the Company has filed motions seeking authorization from the U.S. and Canadian courts to continue to pay trade creditors under normal terms in the ordinary course of business. As of March 12, 2009, the Company had more than $150 million in cash on hand that will be available to satisfy obligations associated with conducting the Company's business in the ordinary course.

As previously announced, under the terms of the proposed restructuring plan, Masonite’s existing Senior Secured Obligations would be converted on a pro rata basis, subject to the election of each existing holder of Senior Secured Obligations, into (i) a new senior secured term loan of up to $200 million, (ii) a new second-lien PIK Loan of up to $100 million, and/or (iii) 97.5% of the common equity of a reorganized Masonite subject to dilution for warrants issued to the Senior Subordinated Noteholders and management equity and/or options. Senior Subordinated Notes would be converted to 2.5% of the common equity in Masonite plus warrants for 17.5% of the common stock of the Company, subject to dilution for management equity and/or options. The implementation of the plan is subject to court approval and closing conditions.

This press release is available on the Company's website at www.masonite.com, along with additional information on the restructuring. Suppliers and vendors may also call (888) 830-4646 or send an email to MasoniteInfo@kccllc.com.

Masonite International is a leading global manufacturer of residential and commercial doors, committed to providing the highest value door products to our customers in more than 70 countries around the world.

Forward-looking Statements

This press release and other written reports and oral statements made by the Company may include forward-looking statements, all of which are subject to risks and uncertainties. One can identify these forward-looking statements by their use of words such as "will", "may", "might", "expects", "plans", "would", "estimates", "intends", "forecasts", "projects" and other words of similar meaning, or by the fact that they do not relate strictly to historical or current facts. These statements are likely to address, but may not be limited to, and are subject to factors such as the Company’s strategies relating to growth and cost containment, including facility closures, the Company’s negotiations with lenders under its senior secured credit agreement, actions that may be taken by its noteholders, the uncertainties and delays associated with court proceedings, the Company's future operations; the Company’s ability to get support for its restructuring plan, and ongoing conditions in the door manufacturing and housing industries. Readers must carefully consider any such statements and should understand that many factors could cause actual results and developments to differ materially from the Company’s forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other known and unknown risks and uncertainties, including: general economic, market and business conditions; levels of construction and renovation activity; competition; financing risks; ability to manage expanding operations; commitments; new services; retention of key management personnel; environmental and other government regulation; and other factors disclosed by the Company in its filings from time to time with the United States Securities and Exchange Commission.

No forward-looking statement can be guaranteed and actual future results may vary materially. Therefore, we caution you not to place undue reliance on our forward-looking statements. The Company disclaims any responsibility to update these forward-looking statements, whether as a result of new information, future events or otherwise.