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 31, 2019
JELD-WEN HOLDING, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38000 | | 93-1273278 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
2645 Silver Crescent Drive
Charlotte, North Carolina 28273
(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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)) |
Securities Registered Pursuant to Section 12(b) of the Act: |
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| Title of each class | | Trading Symbol(s) | | 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).
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 1.01 Entry into a Material Definitive Agreement.
On December 31, 2019, JELD-WEN Holding, Inc. (the “Company”), JELD-WEN, Inc., a wholly-owned subsidiary of the Company (“JWI”), JELD-WEN of Canada, Ltd., a wholly-owned subsidiary of JWI, certain other wholly-owned subsidiaries of JWI, Wells Fargo Bank, National Association, as administrative agent (the “Agent”), and the lenders party thereto, entered into Amendment No. 5 (the “Amendment”) to our Revolving Credit Agreement, dated as of October 15, 2014 (as previously amended, the “ABL Credit Agreement”), among the Company, JWI, the other borrowers and subsidiary guarantors party thereto, the Agent and the other lenders and financial institutions from time to time party thereto.
The Amendment modifies the ABL Credit Agreement by adding contractual terms, required under the United States regulations commonly known as “QFC Stay Rules,” to be included in certain contracts entered into by certain banking organizations. These amendments were requested by our lenders under the ABL Credit Agreement to facilitate their compliance with the QFC Stay Rules.
The foregoing description of the amendment is a general description and is qualified in its entirety by reference to Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | Description |
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| 10.1 | Amendment No. 5, dated as of December 31, 2019, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the other borrowers and subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto.
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| 104 | Cover Page Interactive Data file (formatted as Inline XBRL).
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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: January 6, 2020 | | | | JELD-WEN HOLDING, INC. |
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| | | | By: | /s/ John Linker |
| | | | | John Linker |
| | | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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| Exhibit No. | Description |
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| 10.1 | Amendment No. 5, dated as of December 31, 2019, among JELD-WEN Holding, Inc., JELD-WEN, Inc., JELD-WEN of Canada, Ltd., the other borrowers and subsidiary guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto. |
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| 104 | Cover Page Interactive Data file (formatted as Inline XBRL).
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