Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 8, 2024

JELD-WEN HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38000

93-1273278

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification Number)

2645 Silver Crescent Drive

Charlotte, North Carolina 28273

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (704) 378-5700

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 (See General Instruction A.2 below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock (par value $0.01 per share)

JELD

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			☐

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 August 8, 2024, JELD-WEN Holding, Inc. (the “Company”) issued a press release announcing its intended offering of $350 million aggregate principal amount of senior notes due 2032 (the “Notes,” and the offering of the Notes, the “Notes Offering”), subject to market conditions. The Notes Offering will be unregistered and conducted pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 135c under the Securities Act, a copy of this press release is being filed as Exhibit 99.1 to this report and is incorporated herein by reference. Accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.			Description

99.1			Press Release issued by JELD-WEN Holding, Inc. dated August 8, 2024, announcing the Notes Offering
104			Cover Page Interactive Data file (formatted as Inline XBRL).

SIGNATURES

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 hereunto duly authorized.

Date: August 8, 2024

JELD-WEN HOLDING, INC.

By:

/s/ Samantha Stoddard

Samantha Stoddard

Executive Vice President and Chief Financial Officer

JELD-WEN Announces $350 Million Senior Notes Offering Charlotte, N.C. – August 8, 2024 – JELD-WEN Holding, Inc. (“JELD-WEN”) (NYSE: JELD) today announced that it plans to conduct an offering of $350 million in aggregate principal amount of senior unsecured notes due 2032 (the “Notes”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to market conditions. JELD-WEN intends to use the net proceeds from the offering to fund the (i) redemption of all of the outstanding 4.625% Senior Notes due 2025 previously issued by JELD-WEN, Inc., the main operating subsidiary of JELD-WEN (“JWI”), and (ii) partial repayment of outstanding borrowings under JWI’s term loan facility. The Notes will be guaranteed by JWI and by each of JWI’s domestic subsidiaries that guarantee indebtedness under JWI’s term loan facility. The Notes will be offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any state or jurisdiction. The Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to purchase the Notes, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. About JELD-WEN JELD-WEN Holding, Inc. (NYSE: JELD) is a leading global designer, manufacturer and distributor of high- performance interior and exterior doors, windows, and related building products serving the new construction and repair and remodeling sectors. Based in Charlotte, North Carolina, the company operates facilities in 15 countries in North America and Europe and employs approximately 18,000 associates dedicated to bringing beauty and security to the spaces that touch our lives. The JELD-WEN family of brands includes JELD-WEN® worldwide, LaCantina® and VPI™ in North America, and Swedoor® and DANA® in Europe. For more information, visit corporate.JELD-WEN.com or follow LinkedIn. Forward-Looking Statements This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements, including all statements regarding the offering of the Notes. Forward-looking statements are generally identified by our use of forward-looking terminology such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “might”, “plan”, “potential”, “predict”, “seek”, or “should”, or the negative thereof or other variations thereon or comparable terminology. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans, expectations, assumptions, estimates, and projections of our management. Although we believe that these statements are based on reasonable expectations, assumptions, estimates and projections, they are only predictions and involve known and unknown risks, many of which are beyond our control, that could cause actual outcomes and results to be materially different from those indicated in such statements. Exhibit 99.1

Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including, but not limited to, the factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2023 and our other filings with the U.S. Securities and Exchange Commission. The forward-looking statements included in this press release are made as of the date hereof, and except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this release. Media Contact: Caryn Klebba Head of Global Public Relations 704-807-1275 cklebba@jeldwen.com Investor Relations Contact: James Armstrong Vice President, Investor Relations 704-378-5731 jarmstrong@jeldwen.com

Cover	Aug. 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 08, 2024
Entity Registrant Name	JELD-WEN HOLDING, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38000
Entity Tax Identification Number	93-1273278
Entity Address, Address Line One	2645 Silver Crescent Drive
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28273
City Area Code	704
Local Phone Number	378-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock (par value $0.01 per share)
Trading Symbol	JELD
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001674335
Amendment Flag	false