0001674335-17-000068.txt : 20171117 0001674335-17-000068.hdr.sgml : 20171117 20171116184750 ACCESSION NUMBER: 0001674335-17-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171115 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171117 DATE AS OF CHANGE: 20171116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JELD-WEN Holding, Inc. CENTRAL INDEX KEY: 0001674335 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 931273278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 171209222 BUSINESS ADDRESS: STREET 1: 440 S. CHURCH STREET STREET 2: SUITE 400 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: 704-378-5700 MAIL ADDRESS: STREET 1: 440 S. CHURCH STREET STREET 2: SUITE 400 CITY: CHARLOTTE STATE: NC ZIP: 28202 8-K 1 a8-kpricing125m11x15x17pre.htm 8-K Document


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): November 15, 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. o







Item 8.01 Other Events.

On November 15, 2017, JELD-WEN Holding, Inc. (the “Company”) announced the pricing of a public offering of 12,500,000 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 $33.75 per share. Onex granted the underwriters of the Offering a 30-day option to purchase up to an additional 1,875,000 shares of common stock, which was exercised in full on November 16, 2017. The offering is expected to close on November 20, 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.
 

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: November 16, 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 2 a99125mpricing11-15x17pres.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

JELD-WEN Holding, Inc. Announces Pricing of Secondary Offering of Common Stock

Charlotte, N.C. - CHARLOTTE, N.C.--(BUSINESS WIRE)-- JELD-WEN Holding, Inc. (NYSE:JELD) today announced the pricing of a public offering of 12,500,000 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 $33.75 per share. Onex has also granted the underwriters a 30-day option to purchase up to 1,875,000 additional shares of common stock. The offering is expected to close on November 20, 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, Baird, and Goldman Sachs & Co. LLC are acting as joint book-running managers in the offering. BofA Merrill Lynch, Deutsche Bank Securities, RBC Capital Markets, and Wells Fargo Securities 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 November 15, 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 (NYSE listed), founded in 1960, is one of the world’s largest door and window manufacturers, operating 120 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. 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.


For JELD-WEN Holding, Inc.
Investor Relations:
John Linker, +1-704-378-7007
investors@jeldwen.com
or
CMD
Media Relations:
Gary Rubin, +1-503-488-4443
JELD-WEN@cmdagency.com


Source: JELD-WEN Holding, Inc.