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): May 24, 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. ☐
Item 8.01. Other Events.
On May 24, 2017, JELD-WEN Holding, Inc. (the “Company”) announced the pricing of a public offering of 14,000,000 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 $30.75 per share. Onex has also granted the underwriters of the Offering a 30-day option to purchase up to an additional 2,100,000 shares of common stock. The offering is expected to close on May 31, 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.
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| Exhibit No. | | Description |
| |
| 99.1 | | Press Release issued by JELD-WEN Holding, Inc. dated May 24, 2017. |
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.
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| Date: May 24, 2017 | | | | | | JELD-WEN HOLDING, INC. |
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| | | | By: | | /s/ Laura W. Doerre |
| | | | | | Laura W. Doerre |
| | | | | | Executive Vice President, General Counsel and Chief Compliance Officer |
