Welcome to this morning's investor update call with Masonite. During the presentation, all participants will be in listen-only mode. After management's prepared remarks, investors are invited to participate in a question-and-answer session. Please note that this conference call is being recorded. I would now like to turn the call over to Rich Leland, Masonite's Vice President of Finance and Treasurer. Thank you, and good morning, everyone. We appreciate you joining us for today's call to discuss Masonite's acquisition of PGT Innovations. Before we begin, let me remind you that this call will include forward-looking statements. Each forward-looking statement contained in this call is subject to risks and uncertainties that could cause actual results to differ materially from those projected in such statements. Additional information regarding these factors appears in the section entitled Forward-Looking Statements in the press release we issued this morning. More information about risks can be found under the heading Risk Factors in Masonite's most recently filed annual report on Form 10-K and our subsequent Form 10-Q, which are available at SEC.gov and at masonite.com. The forward-looking statements in this call speak only as of today, and we undertake no obligation to update or revise any of these statements. Today's discussion includes certain non-GAAP financial measures. Please refer to the reconciliations which are in the press release and the appendix of today's presentation. On today's call, you'll hear from Howard Heckes, Masonite's President and Chief Executive Officer, Russ Tiejema, Masonite's Executive Vice President and Chief Financial Officer, and Jeff Jackson, PGT Innovations' President and Chief Executive Officer. Today's presentation is available on our website at masonite.com. Now, let me turn the call over to Howard. Thanks, Rich. Good morning, and welcome, everyone. Today, I'm thrilled to share with you the details of the transformative acquisition we announced this morning, which creates a best-in-class provider of door and window solutions. On slide 5, you can see some of the highlights. This transaction will combine Masonite, a North American leader in residential doors, with PGT Innovations, an innovative designer and manufacturer of patio doors and premium windows, including technically advanced products with impact-rated glass applications. It is a natural fit, and the addition of PGTI provides Masonite with a wide array of complementary product offerings with reputable brands in adjacent categories that cover all the major exterior openings of the home. The acquisition meaningfully transforms Masonite's scale, capabilities, and margins, resulting in a formidable $4 billion vertically integrated company with the ability to provide premium solutions to builders, contractors, and homeowners in both the R& R and new construction sectors. Pro forma consolidated margins improved by 100 basis points compared to Masonite's current twelve-month run rate. The combination of our companies also results in an expanded routes to market, with extensive cross-selling opportunities to a larger customer base that will significantly improve our growth profile. We have identified growth synergies that we expect to achieve from initiatives, including cross-selling and regional expansion, as well as cost synergies from improved sourcing, operational efficiencies, and SG&A optimization. In total, we expect to unlock approximately $100 million in annual benefits to Adjusted EBITDA that will be phased in over the next several years. We are also excited about the potential to significantly increase our organic growth rate going forward. PGTI has had a long history of very strong organic growth, over double digits for the last decade, and when combined with the commercial synergy opportunities that we see going forward, we believe we will fundamentally change the growth profile of Masonite by over 200 basis points. Our commitment to a strong balance sheet is unchanged. While we are taking on a fair amount of debt to execute this transaction, we are highly confident that we will deleverage the balance sheet very rapidly to under 3x in two years, given the strong free cash flow of the combined business, which will exceed $1.5 billion over the next four years. The transaction is also expected to be meaningfully accretive to Masonite's earnings in the first full year of ownership. Moreover, when considering the increase in our organic growth, realization of anticipated synergies, and our commitment to rapid deleveraging, we should see an acceleration of our EPS growth rate over the next several years. For all of these reasons, we believe the acquisition of PGT Innovations is gonna create significant value for Masonite's customers, employees, and shareholders over the coming years. During the due diligence for this deal, I've had the opportunity to get to know Jeff Jackson, CEO of PGTI, and his key executive leadership team, as well as gain a better understanding of the culture of PGTI, which is tightly aligned to ours. I am confident that this will help our combined company realize synergies, grow faster, and thrive together. As part of this transaction, I'm also pleased to announce that Jeff will be joining our board of directors. Now, it's my pleasure to hand the call over to him so he can give you a little more insight into what makes PGT Innovations such a successful and attractive business. Jeff? Thank you, Howard. It's great to have worked so closely with you and your team in getting today's announcement, and I'm thrilled to be here. This is a significant milestone for PGT Innovations and a testament to the talent, dedication, and unrelenting customer focus of our more than 5,000 team members across the country. We believe this agreement is a terrific outcome for our shareholders, providing significant near-term value while also enabling them to participate in the long-term upside potential of the combined company.... For those of you who are not familiar with PGTI, let's turn to slide 6, and I'll give you a brief overview. Our mission is to invent, build, and deliver solutions that enhance people's lives. Similar to Masonite, we maintain a deep commitment to research and development, and endeavor to create value through our strong customer relationships, understanding the unstated needs of our industry, and developing category-defining products. We manufacture a diverse line of windows, doors, and porch enclosures intended to appeal to different segments at different price points, from high-end luxury to premium and mass custom. We believe we are one of the nation's largest manufacturer of impact-resistant windows and doors, and are a leader in our primary categories. Currently, about 60% of our sales comes from impact-resistant product lines. The PGTI family of brands are associated with innovation, quality, durability, and energy efficiency, and are the preferred choice of architects, builders, and homeowners in their respective categories. We serve about 4,000 customers across the U.S., with roughly 60% of our sales going into the repair and remodeling market and 40% going into the new construction. Geographically, our sales are strongest in the Southeast, with the remainder in the Western United States. Over the past five years, PGTI has delivered a compound annual growth rate of about 24% in both net sales and Adjusted EBITDA, and has consistently delivered mid to high teen margins. Today, we are generating about $1.5 billion in annual net sales and $270 million in Adjusted EBITDA. We believe we have a strong foundation to contribute to the future success of Masonite, and we look forward to continuing to deliver operational excellence and product innovation for our customers as part of the team. We are certainly excited about today's news, but we're even more excited about the future together with Masonite. Howard, back to you. Thanks, Jeff. I definitely share your excitement. PGTI has built a great business, and when combined with Masonite, we're gonna take it to a new level. Turning to slide 7, you can see the depth and breadth of the combined portfolio with product solutions for all the major openings across the home. From interior and exterior door systems to door frames and sills, various patio door offerings, non-impact and impact-resistant windows and garage doors, the combination of our products allows us to offer a complete solution for the outside envelope of the home while creating privacy and comfort inside as well. Moreover, we have a wide range of good, better, best solutions that will fit the needs of homeowners, whether they are renovating their first home or building their dream home. Of course, this more expansive product offering also gives us the opportunity to deliver comprehensive whole home packages that could add incremental value to both businesses. Turning to slide 8. In addition to the upside of an enhanced product portfolio, we also expect to gain important benefits from an expanded range of complementary routes to market and from the increased scope and scale of our nationwide manufacturing and distribution network. Through our expanded global operations, the combined company will serve more than 11,000 customers across a variety of channels. As you know, Masonite primarily brings its doors to market through valued relationships with our wholesale channel partners and large big box retailers. PGTI, on the other hand, sells primarily through direct relationships with dealers and distributors, with additional points of sale through company showrooms and a sales force that drives demand directly with homeowners. With this acquisition, our sales teams will gain the ability to tap into relationships in these alternate channels, providing meaningful new cross-selling opportunities. On the right-hand side of the slide, you can also see how our manufacturing and distribution network is growing as a result of this acquisition. As two large manufacturers, we see significant potential for sourcing synergies in direct materials, packaging, and logistics costs within our combined network. The scale and breadth of our business is also going to have a positive effect on our R&D efforts. As you heard Jeff say, innovation is one of the key elements of the PGTI culture, and without a doubt, our teams working at the Masonite innovation centers will be looking forward to finding ways to collaborate on the next generation of door and window solutions. Turning to slide 9. This acquisition fully aligns with all three pillars of the Masonite Doors That Do More growth strategy, further establishing Masonite as a preferred supplier of choice with differentiated products and well-known brands and an expanded network of strong channel partners. The combination with PGTI accelerates our strategy, providing us with an enhanced customer value proposition and even greater whole home solution, strengthened brand awareness, and expanded channel partnership opportunities, ensuring we are best positioned to win the sale. By leveraging our combined R&D platform, we'll be able to expand our development pipeline and accelerate our innovation offerings to homeowners, builders, and contractors. Finally, with our expanded manufacturing and distribution capabilities, we will have new opportunities to further deepen our relationships up and down the supply chain and continue to build on our reputation as a partner of choice. As we've said in the past, all of our acquisitions must be aligned both strategically and financially. So I'd like to now turn the call over to Russ to talk about the financial benefits of this transaction, as well as some details about the deal structure. ... Thanks, Howard. Good morning, everyone. Turning to slide 10. We believe the value creation potential of this transaction is powerful and compelling, due in great part to the transformative scale achieved through the combination. Looking back at the 12 months ending in September 2023, on a pro forma basis, the combined company generated over $4 billion in net sales, approximately $700 million of Adjusted EBITDA, and over $400 million of free cash flow. The pro forma Adjusted EBITDA margin for the combined entity over this period would be approximately 16%, about 100 basis points above the margin achieved by Masonite as a standalone entity. Taking into account expected synergies, pro forma Adjusted EBITDA for the combined company is expected to be approximately $800 million. In addition to the meaningful scale achieved by this acquisition, the combined company will offer a product portfolio that is approximately 80% doors and 20% windows, with 55% of sales attributable to the R& R segment and 45% to new construction. We view the diversification of our product portfolio and the balanced end use resulting from this transaction as incremental value for our business. Turning to slide 11, let's walk through some of the specifics of the transaction. The total consideration for each PGTI share is $41. Under the terms of the agreement, PGTI shareholders will receive $33.50 in cash and 7.5 shares of Masonite common stock for each share of PGTI common stock they own. This represents a premium of 14% to PGTI's closing share price on December fifteenth, 2023, and a 24% premium to the 30-day volume-weighted average price. Based on analyst consensus for 2024 Adjusted EBITDA, the transaction price represents a purchase multiple of approximately 10x, or approximately 7x, including anticipated synergies. Upon close, Masonite shareholders will own approximately 84% of the combined company, with PGTI shareholders owning approximately 16%. Masonite anticipates funding the cash portion of the consideration with a combination of cash on hand, borrowings under existing credit facilities, and the proceeds from new debt financing and equity content securities. We have obtained a bridge loan commitment provided by Jefferies and its affiliates. At closing, we estimate Masonite's pro forma leverage on a net debt to EBITDA basis will be modestly above 4x. Also, at closing, two PGTI directors, including Jeff Jackson, will join the Masonite board of directors. The transaction is currently anticipated to close in mid-2024, subject to approval by the PGTI shareholders, as well as the receipt of required regulatory approvals and satisfaction of other customary closing conditions. Moving to slide 12. A key component of the value created by this transaction is, of course, the estimated $100 million in synergies that we have referenced, and I'd like to spend a few minutes reviewing the categories and timing related to realizing these synergies. Cost synergies are expected to be significant and will come from manufacturing efficiencies, procurement savings, and SG&A optimization. We would anticipate completing the initiatives required to realize these synergies over the course of the first two years after the transaction is closed. As Howard mentioned, we expect to deliver meaningful growth synergies from cross-selling opportunities, mix enhancements, regional sales expansion, and joint development of new products and services over three years, starting in 2025. We are fortunate to have talented and high-performing teams at both Masonite and PGTI, and we are confident in our ability to stand up the necessary programs to effectively deliver these synergies. Turning to slide 13. Before I turn the call back over to Howard, I'll conclude today with some additional commentary on the financing considerations for this transaction and on our capital allocation priorities moving forward. Masonite is committed to maintaining its strong credit rating profile and debt paydown will be our priority. To finance this transaction, we have secured a $2.8 billion bridge loan from Jefferies and SMBC. As part of the deal, existing PGTI debt, as well as the existing Masonite term loan, will be refinanced. The transaction will be funded through a combination of cash, new debt financing, and a future mandatory convertible preferred issuance of approximately $350 million. At closing, our net leverage is expected to be approximately 4.1x trailing 12-month Adjusted EBITDA. We intend to reduce our net leverage to below 3x over the 2 years post-close by focusing on driving free cash flow generation, including initiatives such as continued optimization of our working capital. Although debt repayment will be a priority, we do intend to continue to invest in CapEx for high-return organic growth projects. With that, I'd like to hand the call back to Howard. Thanks, Russ. Turning to slide 14. We are pleased to be moving forward with this transaction to unlock the many opportunities to deliver compelling long-term value for our customers, employees, and shareholders. The acquisition of PGTI accelerates our strategy in multiple ways and is an exciting and transformational step in the nearly 100-year history of Masonite. Together, we'll create a leading door and window player that provides homeowners with differentiated solutions across both the interior and exterior openings of the home. ... while significantly enhancing our scale, expanding our reach, and unlocking new opportunities for growth. We'll be moving forward with a team that is fully capable of delivering on the meaningful cost and growth synergies we have identified, and that shares our passion for innovation and delivering premium products for builders, contractors, and homeowners. Across our combined organization, we'll be sharply focused on executing against expectations for enhanced cash flow and margin expansion as part of our commitment to delivering superior long-term value to our shareholders. Before we wrap up, I want to again say how terrific it has been to get to know Jeff and the PGTI team as we have prepared for today. I believe our organizations are well aligned in how we see the world, how we operate in our industry, how we treat our customers, and how we value our teams. This strategic and cultural alignment positions the combined company to operate with integrity as it builds on the proud shared legacy of product leadership to achieve our growth and profitability goals. I look forward to partnering with the PGTI team and hitting the ground running to bring the benefits of this transaction to life. Thank you again for being on today's call. I'll now turn the call over to the operator, who will moderate the Q&A. Operator? Thank you, Mr. Heckes. If you would like to register a question, please press star one. If you're using speakerphone, please lift your handset before entering your request. We ask that you limit yourself to one question and one follow-up. As a reminder, to register your question, press star one on your telephone at this time. Thank you. Our first question comes from the line of Joe Ahlersmeyer with Deutsche Bank. Please proceed with your questions. Thanks a lot. Good morning, and, congrats to both sides on this one. Thanks, Joe. Thanks, Joe. Yeah, Howard, I think we need to talk again about that, more than Doors That Do More slogan, but maybe we can take that offline. I would love if you guys could just talk a bit about how this came about from the Masonite side, how kind of when you got involved in the process, what these last couple of months maybe were, like, and what they involved. And then bigger picture, I also think it's interesting, the comments around the R&D as a joint capacity here. Seems like maybe that will need to play an even larger role in delivering on growth strategies, for a couple of companies have done great deals in recent years. Just wondering, with the deleveraging as a focus, kind of how you'll supplement what likely will be a little bit quieter M&A side of things. Yeah, Joe, thanks for the questions. And, yeah, we can take that more than Do More— Doors That Do More offline. Look, we've long admired PGT. You know, they're right down the road from us, the headquarters in Venice, we're in Tampa. And we've obviously known about and admired this business for some time. Jeff mentioned their growth CAGR, both on revenue and EBITDA, 24%. This is an excellent company that we've known about for a long time. So obviously, it being in the business, we're sort of keenly aware of transactions and opportunities and what's the right thing to do for our shareholders. And we worked with a tight group of very competent external advisors, and together with our board, we decided now was the right time to enter into this deal. As I said, we believe it's going to be a fantastic deal for our employees, customers, and shareholders. As far as the development, it's an interesting point. We think there's a number of different growth synergies. We talked about the channels and the complementary channels of the business as we go to market in, primarily, wholesale distribution, big box retail, and PGT is more dealers, direct to consumer through the New South Windows platform. And so we think there's significant cross-selling opportunities within the business. We talked about the whole home package and now being able to offer really any opening in the home. And then really, the third leg of that is about development. And again, that commitment to innovation and developing products that do more, doors and windows that do more. So one small part that we don't think is going to require significant integration costs. They have a very capable innovation team, we have a capable innovation team, and much like we did with Endura, those teams will begin to work together as we think about solutions for the homeowner. Hey, Joe, it's Russ. I might just add quickly. I think part of your question really was an inquiry about, you know, capital deployment and, you know, the outstanding acquisition track record that PGTI has demonstrated over the last several years. I guess, you know, how I would tell you to prioritize or think about our prioritization, better said, is that this is really a transformative acquisition for Masonite. And over the next couple of years, we're going to have a lot of really interesting work streams that we're going to be focused on here in making sure that we leverage the combination of the two companies to the greatest degree and have unlocked the synergies. So our priority is really around that work stream as opposed to a lot of incremental M&A. Obviously, we're strongly committed to delevering the balance sheet back to below its returns, which is then our historical target or objective, broadly speaking, across the cycle for our net debt. So that's going to be the priority near term, but a lot of interesting work that the team has ahead of them throughout this integration process. Appreciate that, Russ. And, yeah, you, you got to the heart of my question there. And if we're just thinking about the modeling, if we wanted to say that the cost synergies, especially since they're closer in here in time and are probably more pertinent to the initial deleverage cycle, can we just kind of get a breakdown of what you have in there as cost versus growth synergies in the $100 million? ... I would tell you that the synergies are broadly balanced between cost and growth. But you're exactly right, cost is going to have more of an impact on the combined P&L of the companies, in the near term, and that will be the primary driver of any incremental, earnings that help with the deleveraging process. But make no mistake, the real exciting opportunity with the combination of these two companies is longer term, and it's how we leverage the platforms, not only from a product perspective, but in the routes to market, to drive top line growth. But that really becomes more, you know, years 2, 3, 4, that you start to see those types of growth synergies roll in. Understood. Thanks again for all the detail, and congrats again, everybody. Thanks, Joe. Thanks, Joe. Thanks. Our next question is from the line of Mike Dahl with RBC Capital Markets. Please go ahead with your questions. Hi, thanks for taking my questions. Morning, Mike. So just ones that I had. Congrats on the deal both to both sides. You know, Howard, Russ, in terms of the deal structure, how did you think about structuring it with this combination of debt and equity versus, yeah, you probably could be a little bit more balanced and still have an accretive deal and get some liquidity into your into your stock as well? So just discuss that balance, if you could. Yeah, obviously, Mike, yeah, these are interesting negotiations, and we knew that this deal had to have a strong cash component. We also knew that there's terrific benefit to PGT shareholders to be able to participate in the combination of the companies. And so, based on the negotiation, we structured a deal that we absolutely believe is very exciting for both Masonite shareholders and PGT shareholders. And just let me restate, let me just restate the deal. I wanna make sure everybody's clear on the terms of the transaction. It's $41 in total consideration. That's gonna be comprised of $33.50 in cash and $7.50 in common shares of Masonite. That's the $41. $33.50 in cash, $7.50 in common shares of Masonite. Great. And then, secondly, you know, thinking ahead, this is gonna give the combined business about $4 billion in revenues in North America alone. You've already articulated that you think a sale or divestiture of architectural is still the most likely outcome for that segment. That could raise a little bit of money. What about Europe? I mean, you've got... Post this deal, you'll have plenty of scale and growth opportunities in North America between these two businesses. What makes Europe core to the portfolio post this? Yeah. Thanks, Mike, for the question. We obviously get this question occasionally. Right now, for today, we're focused obviously on this announcement and on working this deal toward a close. Fundamentally, nothing's changed about Europe that we've talked about over the last, you know, several years. That it's a market that is much like the U.S. residential market. It's a business that has historically made mid to upper teen margins, and it's in a very, very tough macro climate today. But for now, we're gonna just focus on this deal, getting it to a close, integration planning, and our Europe team, which is doing a terrific job over there under the circumstances, they're gonna continue to stay focused on what they're focused on. Okay, thanks. Thanks, Mike. Our next question is from the line of Mike Rehaut with JP Morgan. Please just hear with your questions. Thanks. Good morning, everyone, and thanks for taking my questions. Congrats on the transaction. Thanks, Mike. Thank you. I just wanted to first circle back to make sure, again, thinking a little bit about the, the synergies and the timeline correctly. Russ, I think you said, in answer to a prior question, you know, the $100 million relatively balanced between cost and sales. You know, at the same time, you said costs maybe you'd be able to achieve in the first two years. Just trying to make sure understanding that correctly in terms of if you're kind of saying it's roughly 50/50 here, and, you know, let's say the transaction closes mid-2024, would it be safe to say that there'd be relatively negligible cost savings coming through in the first year, and, we'd start to see that ramp really in, in 2024 of potentially a $50 million cost savings basket? Just trying to kind of put some parameters around that. Yeah, and Mike, it's Russ. Here's how I think about it: Cost is actually a little less than revenue or gross synergies in the total $100 million, but those cost synergies are pretty significant. You might start to achieve some of those again, assuming a mid-2024 close, as we're currently assuming. You could see some of those savings before year-end 2024. You'd more likely realize them in full toward the second half of 2025 and early 2026. So it's a 2-year ramp over which we believe those cost synergies can be unlocked. And then, as I noted earlier, the revenue synergies, which are a little more than half of the total, you start to see those layer in probably toward the end of years two and then out into three, four. ... Okay. No, that's helpful. And maybe just a couple of quick ones on the financing and the closing of the transaction. We've gotten a few questions around the amount of time that you're expecting it'll take for the transaction to close. And some clients were wondering whether or not, you know, they were thinking perhaps the amount of time that you are laying out, a little more than some were expecting, and we've had questions around whether, you know, there was anything around kind of baking in perhaps a longer regulatory review. And, you know, given the fact that you don't, you guys don't have too much in terms of overlap for your product portfolios. So that was one question. And then secondly, on the $2.8 billion bridge loan, you know, just kind of wondering around that, given the fact that you're talking about cash consideration of $1.9 billion, with the rest, on the EV transaction, supplemented by your shares and the, the assumption of debt. So, just kind of trying to understand the difference between, you know, the cash that you'd be laying out initially and the larger bridge commitment. Just curious around that as well. All right, Mike, I'll take the first part of the question, and I'll let Russ take the financing part of the question. We're planning for normal regulatory approval that's required in a deal of this size, and then all the other requirements, including, obviously, approval by the PGT shareholders, and just those processes take time. And so the timeline that we've laid out, we believe, is reasonable to expect for a deal of this magnitude with the approvals that are required. Yeah, and Mike, if I understood your question earlier, was around the delta between the committed financing up front, for essentially a bridge period, as opposed to the long-term capital structure and debt issuance to close the transaction. Is that right? Correct. Yeah. I mean, I believe, you know, with what's required to close this, initially, you'd need about $1.9 billion of cash on hand, and then you have, but you have the bridge loan at $2.8 billion. So just kind of curious on the delta there. Yeah. So there are two things that I would point to. One is, recall from my comments earlier, we'll be fully refinancing the debt or paying off the outstanding debt from PGTI. And then the delta between what is bridged up front or offered as a bridge to what actually is the takeout financing at close, would also include an expected $350 million worth of Mandatory Convertible Preferred. I think those two are probably the key deltas in how you're thinking about those numbers, but if not, we can certainly take it offline, and we can walk you through the cash structure in a little bit more detail if that's helpful. No, that's, that's perfect. I think that, that does it. But yeah, thank you very much. Okay. Thank you. Thanks, Mike. Our next questions are from the line of Steven Ramsey with Thompson Research Group. Please proceed with your questions. Good morning. Thinking about the next couple of years, the investments to enhance the growth for the combined company, what kind of incremental capital investments do you see that could help you achieve that? Just thinking about what Masonite is doing with next gen facilities, the distribution center in the Dallas area. Do you see things like that, further things, for bringing PGT into the fold? Yeah, Steve, Stephen, it's Russ. Thanks for the question. As I think we commented on in the release or in the materials on the call, it's a relatively modest amount of investment that we see as necessary to really integrate the businesses. I would not view this as being a capital intensive integration and requiring a lot of investment to unlock some of these, in particular, growth synergies we've talked about. And here's why: PGTI has done a fantastic job expanding their base of operations geographically and moving westward, but largely via acquisition. And their network of manufacturing sites is still largely concentrated around the Southeast and the West. With a relatively limited, to be generous, footprint in the key growth markets of the South Central. Texas is a fantastic example. You pointed out Dallas. That's true. We have a broad national network of manufacturing operations, and we have a strong footprint within the South Central area, Texas in particular. We think that's a really interesting platform for us to facilitate PGTI's growth westward. And it's a platform to help us unlock some of the growth synergies I talked about earlier. Okay, that's helpful. Maybe to continue that line of thought, the recent Fleetwood deal, can you talk to how that West Coast presence there maybe fits into the puzzle with PGTI's Western presence? Well, I guess I'd just continue by saying that Fleetwood has its own manufacturing operations that are relatively confined and specialized for their product line, as we would expect, Western Windows would for theirs. So I'm not sure that we're seeing a lot of synergy there necessarily. Broadly speaking, let's kind of zoom out and look at the broader product portfolios to the company. We would consider them as broadly distinct from one another. So this really becomes more of an opportunity to leverage the manufacturing footprint to expand into geographies where PGTI may not have depth and ability to service the market as much as our platform would offer. ... That's helpful. Thank you. Thank you, Next. The next question comes from the line of Keith Hughes with Truist Securities. Please proceed with your questions. Thank you. So you talked earlier in the call that the revenue synergy is a little bit over 50% of the synergies. Is that primarily coming from the cross-sell, given you guys have, as you had said earlier, different channels of distribution? There's, there's a number of buckets there, Keith, and, and that's one of them, and that is one of the bigger ones. So, but, but it, it's, the team, the diligence teams, collectively between the two companies, have looked at a lot of different growth synergies, and, there are, there are quite a number of buckets. But the cross-selling, due to the complementary channels, is, is a significant part of the synergy. Okay. And two, just procedural question on the deal: the $7.50 of shares for each PGTI, is that a fixed dollar amount? In other words, it's independent of the movement of Masonite shares. The exchange ratio has been fixed as of close of business Friday, last Friday, the fifteenth. So that exchange ratio is fixed. Okay. And then one final: is what is the breakup fee on the deal? That'll all be part of the merger agreement that's filed later today. Okay. Thank you. Thank you, Keith. Our next questions are from the line of Reuben Garner with The Benchmark Company. Please proceed with your question. Thank you. Good morning, everybody, and congrats on the deal. Thanks, Reuben. Most of my questions have been answered. I just have a couple of clarifications. On the growth synergies side, it seems to be a big, big part of this merger. The roughly $50+ million there, what does that imply from a revenue standpoint? Am I, you know, dividing it by your rough EBITDA margin as a combined entity, and we're talking about an incremental, you know, $200 million-$250 million in revenue, or is it something greater than that, kind of, implied over the next few years? Yeah, Reuben, it's Russ. Broadly speaking, you're thinking about it correctly. You know, obviously, there are different elements of growth synergies that roll into the total that we've discussed so far. Each of them might have slightly different margin profiles, depending on whether it is cross-selling of certain types of products and certain types of channels. But broadly speaking, if you assume margin, that was probably more like a contribution margin rate as opposed to a base EBITDA margin rate, somewhere in between those two would be representative. Perfect. And then, the presentation, the 2x earnings CAGR comment and the adding 200 basis points to revenue growth, are those relative to the goals you set earlier this year? And that's the combination of maybe PGTI's got a little bit faster organic profile, plus the revenue and cost synergies, and that's kind of how you get there. Just wanna see what the baseline of that. Yeah ... of those are. In a word, yes. Yeah. Think about the... Perfect ... the growth trajectory that we've laid out for Masonite as part of our longer-term targets in our investor day. When you back into what we would view as an EPS growth CAGR over the period, and then we adjust it for what we believe the pro forma entity looks like, PGT and Masonite together, that's how you get that significantly accelerated EPS growth rate. Thank you, and congrats again, guys. Thanks, Reuben. The next questions are from the line of Tim Wojs with Baird. Please proceed with your questions. Hey, guys. Good morning. Congrats on the- Morning, Tim ... transaction. Thanks. Morning. Maybe just... I mean, this is kind of a, maybe just a high level question, but what, what is the actual kind of product overlap between the two businesses? I'm sorry, Tim, you broke up a little bit. Did you say costs? Overlap product. No, no, no, just the product overlap. Like, how, how much- Oh, product ... of the product actually, like, does overlap with Masonite today? I mean, it seems pretty complementary. I just want to double-check. Yeah, that's the word I was gonna use. One of the reasons, one of the many reasons we like this deal so much is it's almost completely complementary. So while we're in the exterior front door and interior doors and door components business, they're in impact and non-impact windows, garage doors, and sliding patio doors. And so, it's almost a perfect complement between the businesses, but it gives us that opportunity to really go out and think about the whole home and think about all the openings in the home. So very, very little overlap, Tim. Okay. Okay, thanks. And then, Russ, just on the cost of the debt, I know it's a kind of a dynamic marketplace right now, but where would you kind of ring-fence, you know, what the cost of the leverage looks like at this point? Yeah, I- At least in the calculation for accretion. Yeah, Tim, I hesitate to be very specific on that, just because there will be a difference between what we finance for a bridge and what ultimately the takeout cost of financing looks like. So let us defer on that question until we're a little bit closer to knowing what that cost is, and then we can share that as appropriate. Okay. Okay, very good. Thanks, guys. Thanks, Tim. The next question is from the line of Jay McCanless with Wedbush Securities. Please proceed with your questions. Hey, good morning, everyone. So I guess my question about this is timing. If you look at some of the forecasts for next year, RR R market may decline in terms of unit volume. So I'm a little surprised to see Masonite potentially taking out fairly high-cost leverage to buy a company that's gonna be basically... It's like an even swap in terms of the RR R exposure to make this deal right now. So I guess, why now versus maybe borrowing some of this money and buying back stock rather than going into an acquisition into potentially what's a down market for 2024 in RR R? Yeah, Jay, this is Howard. Look, we have an opportunity right now to create what we believe is the leading door and window solutions company in the market. And with over $4 billion of combined revenue, $700 million of Adjusted EBITDA, $400 million of free cash flow, that's on a pro forma basis for the 12 months prior to October 1. This is the opportunity to create the premier door and window company with great depth and breadth, as we've talked about. It's gonna substantially increase our scale and accelerate our growth, and it's gonna position us for sustainable long-term value creation. And we know that the markets, the long-term markets for housing in this country are very, very positive. We've talked about that before. New construction is underb uilt. There's a lot of equity built for residential repair, remodel. And yeah, people have taken a bit of a pause as mortgage rates have floated up, but we are certain that it's gonna break free, right? And so, we are committed to a strong balance sheet. We understand there's a bit of incremental leverage here, but the cash that this generates and the synergies that we're talking about, we're committed to deleveraging to less than 3 turns or less in 2 years. So I think the time is perfect, actually. I think the timing is perfect. We're gonna create a wonderful company. PGT has a great company and great brands, and, we're in a great position to combine those two and leverage the benefits. Okay. Thanks, Howard. And then my second question, looking again at slide 10. The 41% of PGT's revenues that are non-impact windows, is that more of a commodity business? Maybe give us a little breadth on that. And is that—are there pieces of PGT that you might look to offload, where you may not have kind of the market-level impact or market share that you'd want in that type of product? Yeah. Thanks, Jay. You know, PGT has built a terrific business with premium products and brands. Jeff mentioned 24% CAGR over the last 5 years, top line and bottom line. That's not a business we're buying in order to divest. This is a business that we think is very complementary, and we're excited to welcome them to the Masonite family. So we're really focused today on this announcement and working toward close, integration planning, and then we'll provide lots of additional information as we move closer to closing and begin to frame out what the integration process looks like. But this is a fine company that we're excited to own. Yeah, and Jay, it's Russ. I guess, let me add one last point that hopefully will underscore what Howard just said. Clearly, while PGTI has expanded by acquisition over several years and has expanded the breadth of their product portfolio to be more than just very high-end, premium impact-rated glass applications, they have done so in a way that maintains a margin rate in the mid to high teens consistently. That does not feel like a value-oriented portfolio brand. Okay. Thanks. Thanks for taking my questions. Thanks, Jay. Thanks, Jay. Thank you. At this time, we've reached the end of our question and answer session. I'll hand the call back to Mr. Heckes for closing remarks. Thank you, Rob, and thank you for joining us today. We appreciate your interest and continued support. This concludes our call. Operator, if you'll please provide the replay instructions. Thank you for joining today's conference call. This conference call has been recorded. The replay may be accessed until January 1. To access the replay, please dial 877-660-6853 in the U.S., or 201-612-7415 outside the U.S., and enter confirmation ID number 13743290. Thank you.