Item 1.01 Entry into a Material Definitive Agreement.




As previously disclosed, Masonite Corporation, a Delaware Corporation ("Buyer"),
a wholly-owned subsidiary of Masonite International Corporation, a British
Columbia corporation ("Masonite"), entered into a Securities Purchase Agreement
(inclusive of the Amendment described below, the "SPA") dated as of November 2,
2022, by and among Buyer, Cyprium Investors V LP, a Delaware limited partnership
("Cyprium Investors V"), Cyprium Parallel Investors V LP, a Delaware limited
partnership ("Cyprium Parallel V"), 1492 Capital LLC, an Ohio limited liability
company ("1492 Capital"), Nationwide Defined Benefit Master Trust, an employee
pension plan organized in New York ("Nationwide"), Bruce Procton, a natural
person, the Rose E. Procton Irrevocable Trust u/a/d 12/31/12, the Alexander M.
Procton Irrevocable Trust u/a/d 12/31/12, the Jonas M. Procton Irrevocable Trust
u/a/d 12/31/12, Kevin MacDonald, a natural person, Walter Hammond, a natural
person, Greg McGehee, a natural person, and Larry Repar, a natural person
(collectively, the "Endura Stockholders"), Cyprium Investors V, Cyprium Parallel
V, 1492 Capital and Nationwide (collectively, the "Endura Warrant Holders" ),
Endura and Bruce Procton, a natural person, as Endura's equityholders'
representative, pursuant to which Buyer acquired all of the rights and interests
in and to the capital stock of Endura, for a purchase price of approximately
$375 million in cash, subject to certain adjustments as set forth in the SPA.

On December 30, 2022, Buyer, Endura Stockholders, Endura Warrant Holders, Endura
and Bruce Procton entered into an amendment to the SPA (the "Amendment"),
pursuant to which, among other things, the Initial Outside Date (as defined in
the SPA) was amended to be January 4, 2023 to permit the transaction to be
completed on January 3, 2023.

Other than as expressly modified pursuant to the Amendment, the SPA, which was
previously filed as Exhibit 2.1 to Masonite's Current Report on Form 8-K filed
with the Securities and Exchange Commission on November 3, 2022 and is
incorporated herein by reference, remains unmodified. The foregoing description
of the Amendment does not purport to be complete, and is qualified in its
entirety by reference to the full text of the Amendment, which is filed herewith
as Exhibit 10.2 and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure under Item 1.01 of this report is incorporated by reference herein. On January 3, 2023, the transactions contemplated under the SPA were completed.

Item 7.01 Regulation FD Disclosure.

On January 3, 2023, Masonite issued a press release announcing the completion of the transactions contemplated by the SPA. The press release is furnished as Exhibit 99.1 to this Form 8-K.



The information and exhibit provided pursuant to this Item 7.01 shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities under that Section 18, and shall not be deemed to be incorporated by
reference into any filing of the Company under the Securities Act of 1933, as
amended, or the Exchange Act, except as may be expressly set forth by specific
reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.



The financial statements required by this Item 9.01(a) are not included in this
Current Report on Form 8-K. Masonite intends to file such financial statements
by amendment to this Current Report on Form 8-K not later than 71 calendar days
after the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.



The pro forma financial information required by this Item 9.01(b) is not
included in this Current Report on Form 8-K. Masonite intends to file such pro
forma financial information by amendment to this Current Report on Form 8-K not
later than 71 calendar days after the date this Current Report on Form 8-K is
required to be filed.





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(d) Exhibits.

Exhibit No.                 Description

  10.1                      Amendment to the Securities Purchase Agreement, dated as of December 30,
                            2022, by and among Buyer, Masonite, Endura,

Endura Stockholders, Endura


                            Warrant Holders and Endura's equityholders'

representative


  99.1                      Press release issued by Masonite International

Corporation on January 3,


                            2023
104                         Cover Page Interactive Data File (formatted as

Inline XBRL and contained in


                            Exhibit 101)

* Schedules and certain exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to supplementally furnish to the SEC upon request.


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