JELD-WEN Holding, Inc. filed an 8-K on November 12, 2026, announcing a change to the Late Exchange Consideration available to eligible holders of its outstanding 4.875% Senior Notes due 2027 in connection with its previously announced exchange offer and consent solicitation.

Key Highlights

  • Consideration change: The Late Exchange Consideration is now equal to the Lower Early Exchange Consideration, meaning holders who tender after the Early Exchange Time receive the same terms as Non-New Money Participants who tendered by the Early Exchange Time.
  • Early Exchange Time: The deadline that separates early and late tenders was 5:00 p.m., New York City time, on November 10, 2026.
  • Exchange rate for non-qualifying holders: Eligible holders who did not subscribe for or fund their full Pro Rata Portion of the New Money Offer will receive $930 in principal amount of New Notes per $1,000 in principal amount of Old Notes tendered at or prior to the Early Exchange Time.
  • New Money Offer size: Participants may elect to purchase their applicable Pro Rata Portion of up to $410.2 million in aggregate principal amount of New Notes.
  • New Notes maturity: The new first lien senior secured notes are due 2031, replacing the 4.875% Senior Notes due 2027.
  • Backstop obligation: Each Backstop Party is obligated to fund its New Notes portion, including any Shortfall, by the Backstop Funding Date, communicated at least four business days in advance via a Backstop Funding Notice.
  • Eligibility restriction: Participation is limited to holders who are qualified institutional buyers under Rule 144A or non-U.S. persons under Regulation S; the New Notes have not been registered under the Securities Act.

JELD-WEN Modifies Late Exchange Terms in Senior Notes Refinancing

JELD-WEN Holding, Inc. (NYSE:JELD), based in Charlotte, North Carolina, announced on November 12, 2026, that it is adjusting the Late Exchange Consideration offered to eligible holders of its outstanding 4.875% Senior Notes due 2027 (the "Old Notes"). According to the filing, the Late Exchange Consideration will now be identical to the Lower Early Exchange Consideration as defined in the company's confidential offering memorandum and consent solicitation statement dated October 28, 2026. This means eligible holders who tender Old Notes after the Early Exchange Time of 5:00 p.m., New York City time, on November 10, 2026, and at or before the Expiration Time, will receive the same consideration as Non-New Money Participants who tendered by the Early Exchange Time.

The filing further specifies that eligible holders who either did not subscribe for all of their Pro Rata Portion of the New Money Offer or did not fund such portion by the applicable Funding Date will be entitled to receive $930 in principal amount of new first lien senior secured notes due 2031 (the "New Notes") per $1,000 in principal amount of Old Notes validly tendered at or prior to the Early Exchange Time. The New Money Offer provides for the issuance of up to $410.2 million in aggregate principal amount of New Notes, the filing disclosed.

The company noted that consummation of the Exchange Offer, Consent Solicitation, and New Money First Lien Notes Issuance remains "subject to, and conditioned upon, the satisfaction or waiver by the Issuer of the Financing Conditions and the General Conditions," as stated in the filing. The offering is restricted to qualified institutional buyers in the United States and non-U.S. persons outside the United States, and the New Notes have not been registered under the Securities Act. The filing contains forward-looking statements that, according to the company's cautionary language, involve known and unknown risks and uncertainties that could cause actual results to differ materially.

What Was Disclosed

JELD-WEN disclosed a change to the Late Exchange Consideration in its ongoing exchange offer for 4.875% Senior Notes due 2027, equating it to the Lower Early Exchange Consideration, and specified that non-qualifying holders receive $930 per $1,000 of Old Notes tendered by the Early Exchange Time.