JELD JELD-WEN Holding
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2021
JELD-WEN HOLDING, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
2645 Silver Crescent Drive
Charlotte, North Carolina
|(Address of principal executive offices)||(Zip code)|
Registrant’s telephone number, including area code: (704) 378-5700
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Common Stock, par value $0.01 per share||JELD||New York Stock Exchange|
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. ☐
On March 1, 2021, JELD-WEN Holding, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with the selling shareholders named in Schedule B thereto (collectively, the “Selling Shareholders”) and Goldman Sachs & Co. LLC (the “Underwriter”), relating to the sale by the Selling Shareholders (the “Offering”) of 8,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share. The Offering closed on March 3, 2021. The Company did not sell any Shares in the Offering or receive any proceeds from the Offering.
In connection with the Offering, the Company purchased from the Underwriter 800,000 of the aggregate 8,000,000 Shares that were the subject of the Offering (the “Share Repurchase”). The price per Share paid by the Company for the repurchased Shares equaled the price at which the Underwriter purchased the Shares from the Selling Shareholders in the Offering. Accordingly, the number of Shares available to the general public in the Offering was 7,200,000 Shares.
The Offering described in this Current Report on Form 8-K was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-253702), effective upon filing with the Securities and Exchange Commission on March 1, 2021, as supplemented by the preliminary prospectus supplement, dated March 1, 2021, and the final prospectus supplement, dated March 1, 2021.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Shareholders. It also provides for customary indemnification of the Underwriter by each of the Company and the Selling Shareholders for certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
The legality opinion of Fried, Frank, Harris, Shriver & Jacobson LLP is attached hereto as Exhibit 5.1 and is incorporated herein by reference.
Financial Statements and Exhibits.
|1.1#||Underwriting Agreement, dated March 1, 2021, by and among JELD-WEN Holding, Inc., the selling shareholders named in Schedule B thereto and Goldman Sachs & Co. LLC.|
|5.1||Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.|
|23.1||Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in Exhibit 5.1).|
|104||Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.|
Schedules, exhibits and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. JELD-WEN Holding, Inc. agrees to furnish copies of such omitted materials supplementally upon request by the Securities and Exchange Commission.
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: March 3, 2021||JELD-WEN HOLDING, INC.|
/s/ John Linker
|Executive Vice President and Chief Financial Officer|