JELD-WEN Holding, Inc. filed an 8-K on October 28, 2026, announcing that its subsidiary JELD-WEN, Inc. commenced an exchange offer for all outstanding 4.875% Senior Notes due 2027 and a concurrent new money offer of up to $410.2 million in new first lien senior secured notes due 2031.

Key Highlights

  • Old Notes targeted: $400,000,000 aggregate principal amount of 4.875% Senior Notes due 2027 (CUSIPs 475795 AD2 / U0452A AD9) are subject to the exchange offer.
  • New Money Offer size: Up to $410.2 million in aggregate principal amount of new first lien senior secured notes due 2031 are available for purchase by exchange offer participants.
  • Early exchange consideration: New Money Participants who meet funding requirements may receive $1,000 principal amount of New Notes per $1,000 of Old Notes tendered by the Early Exchange Time; Non-New Money Participants receive $930 per $1,000.
  • Late exchange consideration: All exchange offer participants who tender after the Early Exchange Time but before expiration receive $880 principal amount of New Notes per $1,000 of Old Notes.
  • Holder commitments: Holders representing approximately 94.5% of outstanding Old Notes have agreed to tender by the Early Exchange Time and consent to the proposed amendments, according to the filing.
  • Backstop commitment: Holders representing approximately 70.0% of outstanding Old Notes have committed to purchase their agreed percentage of up to $410.2 million of New Notes at $1,000 per $1,000 in principal amount.
  • Key deadlines: The Early Exchange Time is 5:00 p.m. New York City time on November 10, 2026; the offer expires at 5:00 p.m. New York City time on November 27, 2026, unless extended or terminated earlier.

JELD-WEN, Inc. Exchange Offer and Concurrent Loans Dutch Auction Details

According to the filing, JELD-WEN, Inc. (NYSE:JELD) commenced an offer on October 28, 2026, inviting eligible holders of its $400,000,000 aggregate outstanding 4.875% Senior Notes due 2027 to exchange those notes for new first lien senior secured notes due 2031. The company disclosed that early tendering holders who also participate in the New Money Offer and meet funding requirements are eligible for a one-for-one exchange at $1,000 of New Notes per $1,000 of Old Notes, while non-participating holders tendering early receive $930 per $1,000, and all late tenders receive $880 per $1,000. The filing notes that accrued and unpaid interest in cash will also be paid to, but not including, the Early Settlement Date for holders tendering at or before the Early Exchange Time.

The company also disclosed a concurrent consent solicitation seeking approval from eligible holders to adopt proposed amendments to the Old Notes Indenture dated December 14, 2017. Those amendments, according to the filing, would "eliminate substantially all of the restrictive covenants and certain of the default and events of default provisions, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions set forth therein, including certain provisions relating to defeasance and future guarantors." The filing states that no separate consideration will be paid for consents in the consent solicitation.

Concurrently, the filing discloses that JELD-WEN, Inc. launched a Dutch auction (the "Loans Dutch Auction") offering existing term loan lenders the option to have their loans purchased at either (A) 86.00% of principal in cash, (B) 100.00% of principal in New Notes, or (C) at the issuer's sole discretion, 100.00% of principal in new first lien term loans due 2031. The filing states that existing lenders representing approximately 72.2% of the aggregate principal amount of existing term loans are party to the Commitment Letter and have agreed to participate in the Loans Dutch Auction.

What Was Disclosed

JELD-WEN, Inc. announced an exchange offer, consent solicitation, new money offer of up to $410.2 million in new first lien senior secured notes due 2031, and a concurrent Loans Dutch Auction, all commencing October 28, 2026, with an expiration of November 27, 2026.