Form 8-K
false 0001674335 0001674335 2020-04-27 2020-04-27

 

 

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): April 27, 2020

 

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

 

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

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-4(c))

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 7.01 Regulation FD Disclosure.

On April 27, 2020, JELD-WEN Holding, Inc. (the “Company”) announced that its wholly owned subsidiary, JELD-WEN, Inc., priced its previously announced offering of $250 million aggregate principal amount of senior secured notes due 2025 (the “Notes Offering”). In accordance with Regulation FD, a copy of this press release is furnished as Exhibit 99.1 to this report. 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.

The information furnished under Item 7.01 of this Current Report on Form 8-K and incorporated by reference into this Item 7.01 shall not be deemed “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, nor shall it be deemed incorporated by reference into any registration statement or other filing of the Securities Act of 1933, as amended or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit
No.

   

Description

         
 

99.1

   

Press Release issued by JELD-WEN Holding, Inc., dated April 27, 2020.

         
 

104

   

Cover Page Interactive Data file (formatted as Inline XBRL).

Forward-Looking Statements

This report on Form 8-K contains forward-looking statements. All statements other than statements of historical fact contained in this report are forward-looking statements, including all statements regarding the Notes Offering. Forward-looking statements are generally identified by the Company’s 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, the Company expresses 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 management. Although the Company believes 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 the Company’s control, that could cause actual outcomes and results to be materially different from those indicated in such statements.

The Company’s 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission.

The forward-looking statements included in this report are made as of the date hereof, and except as required by law, the Company undertakes no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this report.


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: April 27, 2020

 

 

 

JELD-WEN HOLDING, INC.

             

 

 

By:

 

/s/ John Linker

 

 

 

John Linker

 

 

 

Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

 

 

JELD-WEN Announces Pricing of $250 million Senior Secured Notes Offering

Charlotte, N.C. – April 27, 2020 – JELD-WEN Holding, Inc. (“JELD-WEN”) (NYSE: JELD) today announced that its direct, wholly-owned subsidiary, JELD-WEN, Inc. (the “Issuer”), has priced its previously announced offering of $250 million of 6.25% senior secured notes due 2025 (the “Notes”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). Net proceeds from the offering will be used to repay existing debt under its asset-based revolving credit facility, and the remainder will be used for general corporate purposes and to pay related transaction fees and expenses.

The offering is expected to close on May 4, 2020, subject to customary closing conditions.

The Notes will be guaranteed by JELD-WEN and each of the Issuer’s existing and future direct or indirect domestic subsidiaries (collectively, the “Guarantors”) that guarantees indebtedness under the Issuer’s term loan agreement (as amended from time to time, the “Term Loan Credit Agreement”), and the asset-based revolving credit agreement (as amended from time to time, the “ABL Credit Agreement”), under which the Issuer and JELD-WEN of Canada, Ltd. are borrowers, subject to certain exceptions. The Notes will be secured by a first priority lien on certain assets of the Issuer and the Guarantors, and by a second priority lien on certain assets of the Issuer and the Guarantors that secure the ABL Credit Agreement.

The Notes were offered and will be sold 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, and 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, founded in 1960, is one of the world’s largest door and window manufacturers, operating manufacturing facilities in 20 countries located primarily in North America, Europe and Australia. Headquartered in Charlotte, N.C., JELD-WEN designs, produces and distributes an extensive range of interior and exterior doors, wood, vinyl and aluminum windows and related products for use in the new construction and repair and remodeling of residential homes and non-residential buildings. JELD-WEN is a recognized leader in manufacturing energy-efficient products and has been an ENERGY STAR® Partner since 1998. Our products are marketed globally under the JELD-WEN® brand, along with several market-leading regional brands such as Swedoor® and DANA® in Europe and Corinthian®, Stegbar®, and Trend® in Australia.

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.

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, 2019 and in our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2020.

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.

Contacts

JELD-WEN Holding, Inc.

Christopher Teachout

Investor Relations Manager

704.378.7007

investors@jeldwen.com

JELD-WEN Holding, Inc.

Noreen Pratscher

Vice President, Global Corporate Communications

704.526.4146

corporate@jeldwen.com

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Document and Entity Information
Apr. 27, 2020
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Entity Central Index Key 0001674335
Document Type 8-K
Document Period End Date Apr. 27, 2020
Entity Registrant Name JELD-WEN HOLDING, INC.
Entity Incorporation State 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
Security 12b Title Common Stock (par value $0.01 per share)
Trading Symbol JELD
Security Exchange Name NYSE
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Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false