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): December 4, 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-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.

In connection with the intended offering by its wholly-owned subsidiary, JELD-WEN, Inc. (“JWI”), of $400 million aggregate principal amount of senior notes due 2025 and $400 million aggregate principal amount of senior notes due 2027 (collectively, the “Notes,” and the offering of the Notes, the “Notes Offering”), JELD-WEN Holding, Inc. (the “Company”) is disclosing pursuant to Regulation FD the following information contained in the preliminary offering memorandum that is being delivered to existing and potential investors.

Concurrently with this offering, the Company and certain of its subsidiaries are seeking an amendment of the term loan facility, dated as of October 15, 2014, with JWI, as borrower, the guarantors party thereto, a syndicate of lenders, and Bank of America, N.A., as administrative agent (as amended from time to time, the “Term Loan Facility”) to, among other things, extend the maturity date of the amended term loans (after giving effect to the proposed repayment) to December 2024, reduce the interest rates, provide for additional covenant flexibility and provide for additional capacity under the incremental facility (the “Term Loan Amendment”). In addition, the Company and certain of its subsidiaries are seeking an amendment of the asset-based revolving credit facility, dated as of October 15, 2014, with JWI and JELD-WEN of Canada, Ltd., as borrowers, the guarantors party thereto, a syndicate of lenders, and Wells Fargo Bank, National Association, as administrative agent (as amended from time to time, the “ABL Facility,” and together with the Term Loan Facility, the “Corporate Credit Facilities”) to, among other things, extend the maturity date of the commitments thereunder to December 2022, reduce the interest rates for amounts drawn, make certain adjustments to the borrowing base and collateral and provide for additional covenant flexibility and additional flexibility under the incremental facility (the “ABL Amendment” and together with the Term Loan Amendment, the “Amendments”). Definitive documents for the Amendments have not been executed and the effectiveness of any such definitive documentation will be subject to a number of customary closing conditions. Although the Company anticipates it will obtain the requested Amendments, it can offer no assurances they will occur.

Following this offering, the Amendments and the partial repayment of outstanding indebtedness under the Term Loan Facility (the “Term Loan Repayment” and together with the Amendments, the “Refinancing Transactions”), the Company and its subsidiaries expect to have no revolving borrowings outstanding under the ABL Facility, $440.0 million of term loans outstanding under the Term Loan Facility, and $400.0 million aggregate principal amount of 2025 notes and $400.0 million aggregate principal amount of 2027 notes outstanding.

If the Company consummates the Refinancing Transactions, it plans to terminate its existing interest rate swaps and enter into new interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate volatility.

As of September 30, 2017, on a pro forma basis after giving effect to the offering of the Notes, the expected borrowings under the Corporate Credit Facilities and the use of proceeds hereof and thereof, JWI and the guarantors of the Notes would have had secured indebtedness of approximately $440.4 million outstanding and an additional $273.3 million of unused asset-based revolving credit loan capacity under the Corporate Credit Facilities, without giving effect to approximately $36.7 million of outstanding letters of credit at September 30, 2017 on a pro forma basis.

As of September 30, 2017, on a pro forma basis giving effect to the Refinancing Transactions and the Notes Offering, the Company and certain of its subsidiaries would have had $236.6 million available for borrowing under the ABL Facility due 2022.

Assuming the Corporate Credit Facilities are fully drawn, each quarter-point increase in interest rates on JWI’s debt service obligations on any variable rate indebtedness would result in approximately a $1.851 million increase in total annual interest expense.

A hearing on the Company’s motion for summary judgment in the pending Steves and Sons, Inc. matter was held on November 16, 2017 in the U.S. District Court for the Eastern District of Virginia, Richmond Division. The court denied this motion on each of the grounds asserted except the ground related to the claims for future lost profits, which remains pending.

The information contained herein does not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes in the Notes Offering or any other securities of the Company or any of its subsidiaries.

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 (the “Securities Act”) or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On December 4, 2017, the Company issued a press release announcing the intended 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. 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.

Exhibit No.	Description
99.1	Press Release issued by JELD-WEN Holding, Inc. dated December 4, 2017, announcing the Notes Offering.

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, 2016, and Quarterly Reports on Form 10-Q, both 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: December 4, 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

JELD-WEN announces $800 million senior notes offering

Charlotte, N.C. – December 4, 2017 – JELD-WEN Holding, Inc. (“JELD-WEN”) (NYSE: JELD) today announced that its direct, wholly-owned subsidiary, JELD-WEN, Inc. (the “Issuer”), plans to conduct an offering of $400 million in aggregate principal amount of senior notes due 2025 (the “2025 Notes”) and $400 million in aggregate principal amount of senior notes due 2027 (the “2027 Notes” and together with the 2025 Notes, the “Notes”) in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to market conditions.

The Notes will be guaranteed by each of the Issuer’s existing and future direct or indirect domestic subsidiaries that guarantees indebtedness under its 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 Issuer intends to use the net proceeds from the offering, together with cash on hand, to partially repay its outstanding indebtedness under the Term Loan Credit Agreement in connection with extending the maturities of the existing Term Loan Credit Agreement and ABL Credit Agreement. Net proceeds will also be used to pay related transaction fees and expenses and for general corporate purposes.

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, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

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 over 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.

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, 2016, and our Quarterly Reports on Form 10-Q, both filed with the 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.

Contacts

Investor Relations:

John Linker

+1.704.378.7007

investors@jeldwen.com

Media Relations:

Gary Rubin,

+1-503-488-4443

JELD-WEN@cmdagency.com