MasterBrand, American Woodmark to combine in all-stock transaction

MasterBrand (MBC) and American Woodmark (AMWD) announced that they have entered into a definitive agreement whereby MasterBrand will combine with American Woodmark via an all-stock merger. The combined company would have a pro forma equity value of $2.4B and an enterprise value of $3.6B based on the exchange ratio and closing share price as of August 5, 2025. Under the terms of the agreement, at closing, American Woodmark shareholders will receive 5.150 shares of MasterBrand common stock for each share of American Woodmark common stock owned. MasterBrand and American Woodmark shareholders will own approximately 63% and 37% of the combined company, respectively, on a fully diluted basis. Pro forma for the transaction, the trailing 12 months adjusted EBITDA1 of the combined company is projected to be $639M inclusive of anticipated run rate cost synergies of approximately $90M by the end of year three. The transaction, which has been unanimously approved by the Board of Directors of both companies, is expected to close in early 2026 subject to approval of the transaction by MasterBrand and American Woodmark shareholders, the receipt of regulatory approvals, and the satisfaction of other customary closing conditions. The transaction consideration is comprised solely of MasterBrand stock; however, MasterBrand plans to arrange a revolver expansion with its current banking group in order to pay off American Woodmark debt at close of the transaction. At the close of transaction, MasterBrand anticipates its pro forma net debt to adjusted EBITDA ratio will be below MasterBrand’s target range of less than 2.0x.