As filed with the Securities and Exchange Commission on February 3, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JELD-WEN Holding, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2430 | 93-1273278 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
440 S. Church Street, Suite 400
Charlotte, North Carolina 28202
(704) 378-5700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
JELD-WEN Holding, Inc. Amended and Restated Stock Incentive Plan
JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan
(Full title of the Plans)
Laura W. Doerre, Esq.
Executive Vice President, General Counsel
and Chief Compliance Officer
JELD-WEN Holding, Inc.
440 S. Church Street, Suite 400
Charlotte, North Carolina 28202
(704) 378-5700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b2 of the Exchange Act. (Check one):
Large Accelerated Filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ |
CALCULATION OF REGISTRATION FEE
| ||||||||
TITLE OF SECURITIES TO BE REGISTERED |
AMOUNT TO BE |
PROPOSED MAXIMUM OFFERING PRICE PER SHARE |
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE |
AMOUNT OF REGISTRATION FEE | ||||
Common Stock, $0.01 par value per share |
7,629,421(2) | $12.67(3) | $96,664,764 | $11,204 | ||||
Common Stock, $0.01 par value per share |
385,220(4) | $27.08(5) | $10,431,758 | $1,209 | ||||
Common Stock, $0.01 par value per share |
479,175(6) | $27.59(3) | $13,220,438 | $1,532 | ||||
Common Stock, $0.01 par value per share |
7,020,825(7) | $27.08(8) | $190,123,941 | $22,035 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement on Form S-8 (the Registration Statement) shall also cover any additional shares of the Registrants common stock, par value $0.01 per share (the Common Stock), that become issuable under the JELD-WEN Holding, Inc. Amended and Restated Stock Incentive Plan (Stock Incentive Plan) and the JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan (the Omnibus Equity Plan), by reason of any stock dividend, stock split, reclassification, recapitalization, spin-off or any other similar transaction that results in an increase in the number of shares of Common Stock. |
(2) | Represents the number of shares of Common Stock issuable upon exercise of options that have been granted under the Stock Incentive Plan. |
(3) | Represents the weighted average exercise price for such outstanding options pursuant to Rule 457(h) under the Securities Act. The offering price is estimated solely for purposes of calculating the registration fee. |
(4) | Represents the number of shares of Common Stock issuable upon the settlement of restricted stock units that have been granted under the Stock Incentive Plan. |
(5) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per share is based upon the average of the high and low prices of the Common Stock on February 1, 2017, as reported on the New York Stock Exchange. |
(6) | Represents the number of shares of Common Stock issuable upon the exercise of options that have been granted under the Omnibus Equity Plan. |
(7) | Represents shares of Common Stock that may be issued pursuant to the Omnibus Equity Plan. |
(8) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The proposed maximum offering price per share is based upon the average of the high and low prices of the Common Stock on February 1, 2017, as reported on the New York Stock Exchange. |
EXPLANATORY NOTE
This Registration Statement is filed by JELD-WEN Holding, Inc. (the Registrant), relating to an aggregate of 15,514,641 shares of the Registrants common stock, par value $0.01 per share (the Common Stock), that may be issued pursuant to the JELD-WEN Holding, Inc. Amended and Restated Stock Incentive Plan and the JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan. The purpose of this Form S-8 is to register the aforementioned 15,514,641 shares on this Form S-8.
PART I
The documents containing the information specified in Part I of Form S-8 will be sent or given to plan participants as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act). Such documents are not required to be filed with the Commission but constitute (along with the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference |
The following documents, which have been filed with the Commission by the Registrant, are incorporated by reference in this Registration Statement:
(a) The Registrants Form S-1 (Registration No. 333-211761), first filed by the Registrant with the Commission under the Securities Act on June 1, 2016, as amended (the S-1 Registration Statement) and the Registrants related prospectus dated January 26, 2017.
(b) The Registrants Current Report on Form 8-K filed with the Commission on February 3, 2017.
(c) The description of the Registrants Common Stock, which is registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), contained in the Registration Statement on Form 8-A (File No. 001-38000) filed by the Registrant with the Commission on January 27, 2017, which incorporates by reference the description of the Common Stock contained in the S-1 Registration Statement including any amendment or report filed for the purpose of updating such description.
(d) In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the effective date of this Registration Statement, but prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Item 4. | Description of Securities |
Not applicable.
Item 5. | Interests of Named Experts and Counsel |
Not applicable.
Item 6. | Indemnification of Directors and Officers |
Indemnification Agreements
The Registrant has entered into indemnification agreements with each of its directors and certain of its officers. These agreements require the Registrant to indemnify such persons to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Registrant, and to advance expenses incurred as a result of any action, suit, or proceeding against them as to which they could be indemnified.
The Registrants restated certificate of incorporation and amended and restated bylaws contain provisions indemnifying our directors and officers to the fullest extent permitted by Delaware law.
In addition, as permitted by Delaware law, the Registrants restated certificate of incorporation provides that no director will be liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director. The effect of this provision is to restrict the Registrants rights and the rights of its stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duty as a director, except that a director will be personally liable for:
| any breach of his or her duty of loyalty to the Registrant or its stockholders; |
| acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
| the payment of dividends or the redemption or purchase of stock in violation of Delaware law; or |
| any transaction from which the director derived an improper personal benefit. |
If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Registrant shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
This provision does not affect a directors liability under the federal securities laws.
To the extent the Registrants directors, officers, and controlling persons are indemnified under the provisions contained in the Registrants restated certificate of incorporation, the Registrants amended and restated bylaws, Delaware law, or contractual arrangements against liabilities arising under the Securities Act, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Section 102 of the DGCL allows a corporation to eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except in cases where the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or a knowing violation of the law, willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful stock redemption or repurchase or obtained an improper personal benefit. The registrants restated certificate of incorporation contains a provision which eliminates directors personal liability as set forth above.
The registrants restated certificate of incorporation and amended and restated bylaws provide in effect that the Registrant shall indemnify its directors and officers to the extent permitted by Delaware law. Section 145 of the DGCL provides that a Delaware corporation has the power to indemnify its directors, officers, employees, and agents in certain circumstances. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, provided that such director, officer, employee or agent had no reasonable cause to believe that his or her conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 145 further provides that to the extent that a present or former director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided by Section 145 shall not be deemed exclusive of any other rights to which the party seeking
indemnification may be entitled; that the corporation is empowered to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145; and that, unless indemnification is ordered by a court, the determination that indemnification under subsections (a) and (b) of Section 145 is proper because the director, officer, employee or agent has met the applicable standard of conduct under such subsections shall be made by (1) a majority vote of the directors who are not parties to such action, suit or proceeding (or a committee of such directors designated by majority vote of such directors), even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.
The right to indemnification conferred by the Registrants restated certificate of incorporation and amended and restated bylaws also includes the right to be paid the expenses (including attorneys fees) incurred by a present or former director or officer in defending any civil, criminal, administrative, or investigative action, suit, or proceeding in advance of its final disposition, provided, however, that if the Delaware law requires, an advancement of expenses incurred by a director or officer in his or her capacity as a director or officer shall be made only upon delivery to the registrant of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under the registrants restated certificate of incorporation, amended and restated bylaws, or otherwise.
The Registrant has in effect insurance policies for general officers and directors liability insurance covering all of its officers and directors.
Item 7. | Exemption from Registration Claimed |
Not applicable.
Item 8. | Exhibits |
EXHIBIT NO. |
DESCRIPTION | |
3.1 | Restated Certificate of Incorporation of JELD-WEN Holding, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on February 3, 2017). | |
3.2 | Amended and Restated Bylaws of JELD-WEN Holding, Inc. (incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K filed on February 3, 2017). | |
4.1 | Specimen Common Stock Certificate of JELD-WEN Holding, Inc. (incorporated by reference to Exhibit 4.1 to the Registrants Form S-1 Registration Statement (Registration No. 333-211761) filed on January 5, 2017). | |
4.2 | JELD-WEN Holding, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrants Form S-1 Registration Statement (Registration No. 333-211761) filed on December 16, 2016). | |
4.3 | JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan (incorporated by reference to Exhibit 10.17 to the Registrants Form S-1 Registration Statement (Registration No. 333-211761) filed on January 5, 2017). | |
5.1* | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. | |
23.1* | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | |
23.2* | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). | |
24.1* | Power of Attorney (included on signature page). |
* | Filed herewith. |
Item 9. | Undertakings |
(a) The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in Charlotte, North Carolina on this 3rd day of February, 2017.
JELD-WEN HOLDING, INC. | ||
By: | /s/ L. Brooks Mallard | |
L. Brooks Mallard | ||
Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby appoints L. Brooks Mallard and Laura W. Doerre and each of them severally, acting alone and without the other, his or her true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such persons name, place and stead, in any and all capacities, to sign on such persons behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments, to this Registration Statement on Form S-8, and to sign any and all additional registration statements relating to the same offering of securities of this Registration Statement that are filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE |
TITLE |
DATE | ||
/s/ Mark Beck |
Chief Executive Officer, President and Director | February 3, 2017 | ||
Mark Beck | (Principal Executive Officer) | |||
/s/ L. Brooks Mallard |
Chief Financial Officer | February 3, 2017 | ||
L. Brooks Mallard | (Principal Financial Officer and Principal Accounting Officer) |
|||
/s/ Kirk Hachigian |
Chairman and Director | February 3, 2017 | ||
Kirk Hachigian | ||||
/s/ Roderick Wendt |
Vice Chairman and Director | February 3, 2017 | ||
Roderick Wendt | ||||
/s/ Martha (Stormy) Byorum |
Director | February 3, 2017 | ||
Martha (Stormy) Byorum |
SIGNATURE |
TITLE |
DATE | ||
/s/ Gregory Maxwell |
Director | February 3, 2017 | ||
Gregory Maxwell | ||||
/s/ Anthony Munk |
Director | February 3, 2017 | ||
Anthony Munk | ||||
/s/ Matthew Ross |
Director | February 3, 2017 | ||
Matthew Ross | ||||
/s/ Bruce Taten |
Director | February 3, 2017 | ||
Bruce Taten | ||||
/s/ Patrick Tolbert |
Director | February 3, 2017 | ||
Patrick Tolbert | ||||
/s/ Steven Wynne |
Director | February 3, 2017 | ||
Steven Wynne |
EXHIBIT NO. |
DESCRIPTION | |
3.1 | Restated Certificate of Incorporation of JELD-WEN Holding, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on February 3, 2017). | |
3.2 | Amended and Restated Bylaws of JELD-WEN Holding, Inc. (incorporated by reference to Exhibit 3.2 to the Registrants Current Report on Form 8-K filed on February 3, 2017). | |
4.1 | Specimen Common Stock Certificate of JELD-WEN Holding, Inc. (incorporated by reference to Exhibit 4.1 to the Registrants Form S-1 Registration Statement (Registration No. 333-211761) filed on January 5, 2017). | |
4.2 | JELD-WEN Holding, Inc. Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrants Form S-1 Registration Statement (Registration No. 333-211761) filed on December 16, 2016). | |
4.3 | JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan (incorporated by reference to Exhibit 10.17 to the Registrants Form S-1 Registration Statement (Registration No. 333-211761) filed on January 5, 2017). | |
5.1* | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. | |
23.1* | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | |
23.2* | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1). | |
24.1* | Power of Attorney (included on signature page). |
* | Filed herewith. |
Exhibit 5.1
[Letterhead of Fried, Frank, Harris, Shriver & Jacobson LLP]
February 3, 2017
JELD-WEN Holding, Inc.
440 S. Church Street, Suite 400
Charlotte, North Carolina 28202
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to JELD-WEN Holding, Inc., a Delaware corporation (the Registrant), in connection with the Registrants Registration Statement on Form S-8 (together with any amendments thereto, the Registration Statement) filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to the registration of (i) an aggregate of 7,629,421 shares of common stock, par value $0.01 per share, of the Registrant (the Stock Incentive Plan Option Shares) issuable upon exercise of options that have been granted under the JELD-WEN Holding, Inc. Amended and Restated Stock Incentive Plan (the Stock Incentive Plan), (ii) an aggregate of 385,220 shares of common stock, par value $0.01 per share, of the Registrant (the Stock Incentive Plan RSU Shares and, together with the Stock Incentive Plan Option Shares, the Stock Incentive Plan Shares) issuable upon the settlement of restricted stock units that have been granted under the Stock Incentive Plan and (iii) an aggregate of 7,500,000 shares of common stock, par value $0.01 per share, of the Registrant (the Omnibus Equity Plan Shares) that may be issued pursuant to the JELD-WEN Holding, Inc. 2017 Omnibus Equity Plan (the Omnibus Equity Plan). With your permission, all assumptions and statements of reliance herein have been made without any independent investigation or verification on our part, and we express no opinion with respect to the subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined the originals or certified, conformed, facsimile, electronic or reproduction copies of such agreements, instruments, documents and records of the Registrant, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Registrant and others as we have deemed necessary or appropriate for the purposes of this opinion.
In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed, facsimile, electronic or reproduction copies. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, certificates and oral or written statements and other information of or from public officials and officers and representatives of the Registrant.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that (i) the Stock Incentive Plan Shares registered pursuant to the Registration Statement to be issued by the Registrant have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Stock Incentive Plan and the applicable award agreement for consideration in an amount at least equal to the par value of such Stock Incentive Plan Shares, will be validly issued, fully paid and nonassessable and (ii) the Omnibus Equity Plan Shares registered pursuant to the Registration Statement to be issued by the Registrant have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Omnibus Equity Plan and the applicable award agreement for consideration in an amount at least equal to the par value of such Omnibus Equity Plan Shares, will be validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the applicable provisions of the General Corporation Law of the State of Delaware (the DGCL), as currently in effect, and reported judicial decisions interpreting such provisions of the DGCL, and no opinion is expressed with respect to any other laws or any effect that such other laws may have on the opinion expressed herein. The opinion expressed herein is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated herein. We undertake no responsibility to update or supplement this letter after the effectiveness of the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Fried, Frank, Harris, Shriver & Jacobson LLP
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of JELD-WEN Holding, Inc. of our report dated February 23, 2016, except with respect to our opinion on Note 23, Earnings (Loss) per Share and the financial statement schedule included in Schedule I, as to which the date is June 1, 2016, and the effect of the stock split referenced in Note 36, as to which the date is January 4, 2017, relating to the financial statements, and financial statement schedule of JELD-WEN Holding, Inc., which appears in Amendment No. 6 to the Registration Statement on Form S-1 (No. 333-211761). We also consent to the reference to us under the heading Experts in Amendment No. 6 to the Registration Statement on Form S-1 (No. 333-211761).
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 1, 2017