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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/04/21 Masco Corp/DE 8-K:8,9 3/04/21 15:569K Donnelley … Solutions/FA
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-1.1 Underwriting Agreement HTML 114K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 55K 4: EX-4.2 Instrument Defining the Rights of Security Holders HTML 54K 5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 54K 6: EX-5.1 Opinion of Counsel re: Legality HTML 12K 11: R1 Document and Entity Information HTML 47K 13: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- d435555d8k_htm XML 14K 12: EXCEL IDEA Workbook of Financial Reports XLSX 6K 8: EX-101.LAB XBRL Labels -- mas-20210304_lab XML 54K 9: EX-101.PRE XBRL Presentations -- mas-20210304_pre XML 34K 7: EX-101.SCH XBRL Schema -- mas-20210304 XSD 13K 14: JSON XBRL Instance as JSON Data -- MetaLinks 12± 19K 15: ZIP XBRL Zipped Folder -- 0001193125-21-069548-xbrl Zip 73K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): i March 4, 2021
(Exact name of registrant as specified in its charter)
|DELAWARE||i 1-5794||i 38-1794485|
(State or other jurisdiction
i 17450 College Parkway,
i Livonia, i Michigan
|(Address of Principal Executive Offices)||(Zip Code)|
i (313) i 274-7400
Registrant’s Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|i ☐|| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|i ☐|| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|i ☐|| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|i ☐|| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|i Common Stock, $1.00 par value||i MAS||i New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On March 4, 2021, Masco Corporation (the “Company”) consummated the issuance and sale of $600,000,000 aggregate principal amount of its 1.500% Notes Due 2028 (the “2028 Notes”), $600,000,000 aggregate principal amount of its 2.000% Notes Due 2031 (the “2031 Notes”) and $300,000,000 aggregate principal amount of its 3.125% Notes Due 2051 (the “2051 Notes”) (the “2051 Notes” and, together with the 2028 Notes and the 2031 Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”) dated February 18, 2021 among the Company and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. The Underwriting Agreement includes the terms and conditions for the Notes, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type.
The Underwriting Agreement is being filed as Exhibit 1.1 to this Current Report on Form 8-K, which is to be incorporated by reference in its entirety into the Company’s Registration Statement on Form S-3 filed on February 7, 2019 (File No. 333-229556), including the prospectus contained therein (the “Registration Statement”).
The Notes were offered pursuant to the Registration Statement and a related prospectus supplement dated February 18, 2021.
The material terms and conditions of the 2028 Notes, the 2031 Notes and the 2051 Notes are set forth in the resolutions establishing the terms of the Notes and the forms of global note filed herewith as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and incorporated by reference herein, and in the Indenture, as supplemented by First Supplemental Indenture, filed as Exhibit 4.b to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed on February 9, 2017, as further supplemented by the Second Supplemental Indenture, filed as Exhibit 4.b.vii to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed on February 9, 2021.
Item 9.01. Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated February 18, 2021, among the Company and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein|
|4.1||Resolutions establishing the terms of the 1.500% Notes Due 2028 and form of global note|
|4.2||Resolutions establishing the terms of the 2.000% Notes Due 2031 and form of global note|
|4.3||Resolutions establishing the terms of the 3.125% Notes Due 2051 and form of global note|
|5.1||Opinion of Kenneth G. Cole, Esq.|
|23.1||Consent of Kenneth G. Cole, Esq. (contained in Exhibit 5.1)|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
/s/ John G. Sznewajs
|Name: John G. Sznewajs|
|Title: Vice President, Chief Financial Officer|
Dated: March 4, 2021
|This ‘8-K’ Filing||Date||Other Filings|
|Filed on / For Period end:||3/4/21|
|2/9/21||10-K, 4, 8-K|
|2/7/19||10-K, 4, 8-K, S-3ASR|
|12/31/16||10-K, 11-K, SD|
|List all Filings|