Charlotte, North Carolina, October 28th / PRNewswire / -- JELD - WEN Holding, Inc. (New York Stock Exchange ticker: JELD, hereinafter referred to as “JELD-WEN” or “the Company”) announced today that its subsidiary JELD-WEN, Inc. (“Issuer”) has launched an offer to issue a swap offer (the “Swap Offer”) to all eligible holders (defined below) to exchange all of the Issuer’s outstanding 4.875% 2027 maturity preferred notes (“Old Notes”) for new first-lien preferred secured notes due in 2031 (“New Notes”); and to provide the participants in the Swap Offer (“Swap Offer Participants”) with the option to subscribe for up to $410.2 million of the new notes’ principal on a pro rata basis (the “New Capital Offer”; those participating in the New Capital Offer are referred to as “New Capital Participants,” and eligible holders who do not participate in the New Capital Offer are referred to as “Non-New Capital Participants”). The relevant details are as follows. Terms that are capitalized but not defined in this document have the meanings assigned to them in the confidential offering memorandum and consent solicitation statement dated October 28, 2026 (the “Offering Memorandum”).

The following table lists the applicable early exchange consideration (defined below) and late exchange consideration (defined below) offered to eligible holders of old bills in the exchange offer:

In addition, the issuer is seeking consent from eligible holders of the old notes ("consent") to make several proposed amendments ("proposed amendments") to the contract dated December 14, 2017, which governs the old notes (as amended, supplemented, or otherwise modified from time to time, hereinafter referred to as the "old note contract"). These proposed amendments aim to substantially remove nearly all restrictive clauses as well as certain provisions regarding default and breach of contract events, to modify the contract provisions concerning mergers and consolidations, and to amend or remove other provisions therein, including certain clauses related to the release of guarantees and future guarantors ("consent solicitation"). The details shall be subject to the terms and conditions stipulated in the issuance memorandum.

Several holders of the commitment letter have agreed to the following: (i) Holders accounting for approximately 94.5% of the total principal of the old notes have agreed to submit their respective old notes before the early exchange time of the exchange offer and to provide their consent regarding the proposed amendments; (ii) Holders accounting for approximately 70.0% of the total principal of the old notes have committed (this commitment is referred to as a 'back-up commitment') to purchase the corresponding shares of the new notes up to $410.2 million at a purchase price of $1,000 per $1,000 of principal, and to complete the payment on the back-up contribution date. If eligible holders in the new funding offer do not subscribe for and contribute the full amount, including those who are unable to contribute due to failure to deliver the full purchase price to the exchange agent on the contribution date, then this back-up commitment will also apply. Depending on whether the existing fixed-rate loan holders in the Dutch auction choose to purchase, the scale of the new notes issued under the new funding offer will be reduced on a dollar-for-dollar basis.

Synchronized with the exchange of offers and the solicitation of consent, and in accordance with the commitment letter, the issuer has initiated a Dutch auction ("loan Dutch auction"), offering each lender holding an existing fixed-term loan the following options: (A) 86.00% of the principal of the existing fixed-term loan in cash ("purchase of existing fixed-term loan"), (B) 100.00% of the principal of the existing fixed-term loan in exchange for new notes, or (C) 100.00% of the principal of the existing fixed-term loan in exchange for a new first lien fixed-term loan maturing in 2031, subject to the issuer's discretion. Approximately 72.2% of the existing lenders have signed the commitment letter and agree to participate in the loan Dutch auction, and also agree to amend the existing credit agreement to allow, among other things: (A) the transactions contemplated in the commitment letter; (B) the removal of nearly all restrictive covenants and certain default events from the existing fixed-term loan credit agreement; and (C) to stipulate that the existing fixed-term loan has a lower repayment priority and lien priority than the new notes.

The exchange offer and consent solicitation will expire at 5:00 p.m. on November 27, 2026 (New York time), unless extended or terminated early (“expiration date”). In accordance with the acceptance procedures outlined in the issuance memorandum, eligible holders who submit their old notes before 5:00 p.m. on November 10, 2026 (New York time) and have not effectively withdrawn them will receive from the issuer the following for each $1,000 of principal of the old notes: (i) for the portion submitted and accepted for exchange before or at the early exchange time, the early exchange consideration listed in the table above (“early exchange consideration”); and ( ii ) for the portion submitted and accepted for exchange after the early exchange time but before or at the expiration date, the late exchange consideration listed in the table above (“late exchange consideration”). No consideration will be paid for the consent solicitation. Submissions of old notes can be withdrawn before the withdrawal deadline, and consent can also be revoked before that time, but thereafter, they cannot be withdrawn or revoked except as otherwise provided by applicable law; this does not apply if the issuer decides to extend the withdrawal deadline on its own.

In order to obtain new notes related to the new funding offer, each eligible holder participating in the offer (except for the backup parties) ("non-backup new funding participants") must calculate their proportionate share of the purchase price ("purchase price") according to the payment worksheet attached to the new funding subscription form in the "Issuance Memorandum" and remit it to the exchange agent by wire transfer before 5:00 p.m. on November 10, 2026 (New York time), in order to subscribe for new notes with a principal amount of up to $410.2 million ("new funding note issuance"). The payment worksheet can be accessed through the website managed by the exchange agent, with the link being https :// deals.is.kroll.com / JeldWen. "Proportionate share" means that for any participant in the exchange offer, (i) the total amount of old notes used by that participant for the exchange in US dollars is divided by (y) $400 million, and then multiplied by ($ii) $410.2 million (calculated as 1.025415 per $1,000 of principal in the payment worksheet, and rounded down to the nearest whole dollar; this calculation applies to each batch of old notes submitted). Each new funding participant is entitled to subscribe for their proportionate share of the new funding offer, but not less than their proportionate share. For clarity, any eligible holder who does not participate in the entire part of the exchange offer shall not be eligible to participate in the new funding offer. Each participating eligible holder must submit all of their old notes held; partial submissions will not be accepted.

If the total amount of existing fixed-rate loans selected by participants seeking new reserve funds in the Dutch auction for loans is lower than the total available quota, they may not be able to obtain all of the proportional shares of the new securities they have chosen to subscribe for; in such cases, those participants will receive a refund equivalent to the amount of the shortfall.

As stated in the issuance memorandum, each reserve party is obligated to contribute the first lien note, including the amount required to cover any shortfall, on the date specified in the reserve fund notice, at least four business days prior to the reserve fund notice date, as part of the new funding offer.

Any eligible holder (except for those participating in the backup new funds) who (i) does not subscribe for the full amount of their proportional share of the new funds offer, or ( ii ) does not complete such contribution on the contribution date (or, if they are a backup party, on the backup funds date), shall only be entitled to new notes for $930 in principal for every $1000 in principal of the old notes that were effectively submitted before or at the early exchange time and have not been effectively withdrawn.

The interest rate of the new notes is determined by the issuer and can be: (i) an annual interest rate of 10.500%, to be paid in full in cash; or ( ii ) an annual interest rate of 11.500% in total, of which the issuer decides; (x) at least 9.000% per year to be paid in cash, and (y) a maximum of 2.500% per year that can be paid by increasing one or more outstanding principal amounts of the new notes. The interest on the new notes is payable semi-annually.

Holders who meet the conditions shall not submit old bills in accordance with the exchange offer without simultaneously providing their consent for the submitted old bills; likewise, they shall not seek consent for submission without first submitting the old bills in accordance with the exchange offer.

The completion of the exchange offer, consent to solicitations, and the issuance of new financial instruments is subject to and dependent on the issuer's fulfillment or exemption from the financing terms and general conditions.

The exchange offer is directed to holders of old notes who are located within the United States and are reasonably considered to be “qualified institutional buyers” as defined by Rule 144A of the U.S. Securities Act of 1933 (as amended), as well as holders of old notes who are located outside the United States and are not U.S. persons under the Securities Act S regulations; new notes are also issued within the aforementioned scope (items (i) and ( ii ) collectively referred to as “qualified holders”). Only holders of old notes who provide written proof that they are qualified holders are authorized to participate in the exchange offer, the new funding offer, and to agree to the solicitation.

The issuer urges holders of old notes who meet the requirements to carefully read the entire issuance memorandum before making any decisions regarding new capital offers, exchange offers, or consent to solicit such offers. This includes reviewing the 'Risk Factors' section and the 'Cautionary Notes Regarding Forward-Looking Statements' contained within it, as well as the documents incorporated into the issuance memorandum. These documents include the company's audited consolidated financial statements for the year ending December 31, 2025 (and notes), and the unaudited condensed consolidated financial statements (and notes) contained in the company's 10-Q quarterly reports for the quarters ending March 28, 2026, and June 27, 2026. All of the aforementioned documents have been submitted to the U.S. Securities and Exchange Commission (SEC).

The issuer, Kroll Issuer Services ( US ), acting as an exchange agent (“exchange agent”) and information agent (“information agent”), as well as the trustee and bill mortgage agent under the old and new bill contracts (if applicable), or their respective affiliates, shall not provide any advice regarding whether qualified holders of the old bills should participate in the new funding offer, submit the old bills in accordance with the exchange offer, or give consent based on the solicitation for agreement. Each qualified holder must decide for themselves whether to participate in the new funding offer, whether to submit the old bills and give consent, and, if participating, which amount of principal of the old bills is involved.

Exchange offers, new capital offers, new securities, and related guarantees have not been registered in accordance with the Securities Act or any other applicable securities laws. Unless registration is completed, new securities shall not be offered, sold, pledged, or otherwise transferred within the United States, to U.S. persons (defined under Rule 902 of the Securities Regulations), or for their accounts or interests, unless it falls under an exemption from the registration requirements of the Securities Act and other applicable securities laws, or is a transaction not subject to such requirements.

Kroll Issuer Services ( US ) has been appointed as the Exchange Agent and Information Agent. For questions regarding exchange offers, new funding offers, and consent solicitations, please consult the Exchange Agent and Information Agent using the contact information listed on the back of the issuance memorandum.

Regarding JELD - WEN Holding, Inc.

JELD - WEN Holding, Inc. (New York Stock Exchange ticker: JELD) is a global leader in the design, manufacturing, and distribution of high-performance indoor and outdoor doors, windows, and related building products, serving both new construction and renovation markets. Headquartered in Charlotte, North Carolina, the company has factories in 14 countries across North America and Europe, employing approximately 13,900 people. It is committed to bringing beauty and safety to the spaces in people's lives. The JELD-WEN brand family includes the global brand JELD-WEN ®, North American brands LaCantina ® and VPI ™, as well as European brands Swedoor ® and DANA ®. For more information, please visit corporate.JELD-WEN.com or follow LinkedIn.

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Forward-looking statements

This press release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995 and its amendments. Forward-looking statements can typically be identified by words such as “expect”, “believe”, “continue”, “may”, “estimate”, “forecast”, “intend”, “perhaps”, “plan”, “potential”, “predict”, “seek”, or “should”, as well as their negatives or other variations. Except for statements of historical facts, all other statements are forward-looking statements. These include statements regarding the completion of exchange offers and consent solicitations and related transactions (“transactions”) and their expected benefits, our business strategy and ability to execute plans, market potential, future financial performance, as well as our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events. Such statements involve risks and uncertainties that could cause significant differences between actual results and expectations. We make these forward-looking statements based on current expectations, assumptions, estimates, and forecasts. Although we believe these expectations, assumptions, estimates, and forecasts to be reasonable, such statements are merely predictions and involve known and unknown risks and uncertainties, many of which are beyond our control.Relevant factors include, but are not limited to: our ability to complete the transaction; our ability to execute and realize the expected benefits of the transaction; the impact of the transaction on the prices of securities in our market; litigation, including the outcome of legal proceedings that may be initiated against us or others regarding the transaction; the diversion of management's attention away from business activities due to the transaction; our ability to raise additional capital in the future; the risk of insufficient number of qualified participants in the transaction; our ability to obtain the support and consent of the lenders of our revolving credit arrangements for assets to participate in the transaction; potential delays and significant costs associated with alternative transactions if the original transaction is not completed, which may not be available under acceptable terms or may not be available at all, thereby potentially affecting our ability to continue as a going concern; the adverse effects on our financial condition, business prospects, and securities market prices if the transaction is not completed or if we fail to deleverage; as well as other factors disclosed from time to time in the documents submitted to SEC, including those described in our annual 10-K form reports as of December 31, 2025, and the quarterly 10-Q form reports submitted in 2026.

The forward-looking statements in this press release are made as of the date of issuance. Except as required by law, we assume no obligation to update or revise these forward-looking statements due to new information, future developments, or other reasons.

Compulsory request or solicitation

This press release is not, nor does it constitute, an offer to sell any securities in any jurisdiction, nor a solicitation to buy or subscribe for any securities, nor an invitation to buy or subscribe for any securities. It also does not constitute a solicitation for any vote, consent, or approval related to transactions or other matters in any jurisdiction. The sale, issuance, or transfer of any securities must not violate applicable laws. In particular, this press release does not constitute an offer to sell securities within the United States. No securities offer may be made within the United States unless registration is completed in accordance with the Securities Act, or unless it falls under an exemption from registration requirements or is not subject to such requirements.