8-K

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): May 24, 2017

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)
440 S. Church Street, Suite 400 Charlotte, North Carolina		28202
(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))

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 May 24, 2017, JELD-WEN Holding, Inc. (the “Company”) announced the pricing of a public offering of 14,000,000 shares of its common stock (the “Offering”) held by Onex Partners Manager LP and its affiliates (collectively, “Onex”) and certain other existing stockholders of the Company (collectively with Onex, the “Selling Stockholders”) at a public offering price of $30.75 per share. Onex has also granted the underwriters of the Offering a 30-day option to purchase up to an additional 2,100,000 shares of common stock. The offering is expected to close on May 31, 2017, subject to the satisfaction of customary closing conditions.

The Company is not offering any shares of common stock in the Offering and will not receive any proceeds from the sale of shares in the Offering.

A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by JELD-WEN Holding, Inc. dated May 24, 2017.

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: May 24, 2017		JELD-WEN HOLDING, INC.
	By:	/s/ Laura W. Doerre
		Laura W. Doerre
		Executive Vice President, General Counsel and Chief Compliance Officer

EX-99.1

Exhibit 99.1

For Release – May 24, 2017

JELD-WEN HOLDING, INC. ANNOUNCES PRICING OF SECONDARY OFFERING OF COMMON STOCK

Charlotte, N.C. – JELD-WEN Holding, Inc. (NYSE:JELD) today announced the pricing of a public offering of 14,000,000 shares of its common stock by Onex Partners Manager LP and its affiliates (collectively, “Onex”) and certain of the company’s other existing stockholders (collectively with Onex, the “Selling Stockholders”) at a public offering price of $30.75 per share. Onex has also granted the underwriters a 30-day option to purchase up to 2,100,000 additional shares of common stock. The offering is expected to close on May 31, 2017, subject to the satisfaction of customary closing conditions.

The company is not selling any shares in this offering and will not receive any proceeds from the sale of shares by the Selling Stockholders in this offering.

Barclays, Citigroup, Credit Suisse, J.P. Morgan, Deutsche Bank Securities, RBC Capital Markets, BofA Merrill Lynch, Goldman Sachs & Co. LLC, and Wells Fargo Securities are acting as joint book-running managers in the offering. Baird, FBR, and SunTrust Robinson Humphrey are acting as co-managers in the offering.

The offering of these securities is being made only by means of a prospectus. Copies of the final prospectus may be obtained, when available, from: Barclays, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (888) 603-5847 or by email at barclaysprospectus@broadridge.com; or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at (800) 831-9146.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission on May 24, 2017. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities 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 state or jurisdiction.

About JELD-WEN

JELD-WEN, founded in 1960, is one of the world’s largest door and window manufacturers, operating 115 manufacturing facilities in 19 countries located primarily in North America, Europe and Australia. Headquartered in Charlotte, North Carolina, 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. 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.

Contacts:

JELD-WEN Holding, Inc.	or	CMD
Investor Relations:		Media Relations:
John Linker, +1.704.378.7007		Colby Reade, +1.503.488.4209
investors@jeldwen.com		creade@cmdagency.com
		JELD-WEN@cmdagency.com

JELD-WEN Holding, Inc. 440 S. Church Street, Suite 400, Charlotte, NC 28202 www.jeld-wen.com