CHARLOTTE – October 29, 2026 -- JELD-WEN Holding, Inc. (NYSE: JELD) has launched an exchange offer that would swap its 4.875% Senior Notes due 2027 for new first lien senior secured notes due 2031 and raise up to $410.2 million in new money, with holders of about 94.5% of the old notes already committed to tender.
Backstop commitments cover 70% of the old notes
Holders representing roughly 70.0% of the old notes have committed to buy their agreed share of the up to $410.2 million in New Notes at $1,000 per $1,000 principal amount. The commitment covers any portion that other eligible holders do not subscribe for or fail to fund. The new money issuance shrinks dollar-for-dollar to the extent lenders holding Existing Term Loans decline to sell in a concurrent Dutch auction.
New Notes carry a cash coupon of 10.500% or a 11.500% cash-and-PIK structure
At the issuer's sole election, the New Notes pay either 10.500% per annum entirely in cash, or an aggregate 11.500%. Under the second option, at least 9.000% is paid in cash and up to 2.500% is paid by increasing the principal amount. Interest is payable semi-annually in arrears.
Holders that skip the new money leg receive $930 per $1,000 tendered
Eligible holders who do not subscribe for, or do not fund, their full Pro Rata Portion receive only $930 in New Notes per $1,000 of old notes tendered by the early deadline. The Pro Rata Portion equals tendered principal divided by $400.0 million, multiplied by $410.2 million, or 1.025415 per dollar tendered. Participation in the new money offer requires tendering all old notes held, and partial tenders are not accepted.
Term lenders can sell at 86.00% in cash or take 100.00% in New Notes
The issuer has opened a Dutch auction for Existing Term Loans. Lenders can be purchased out at 86.00% of principal in cash or 100.00% in New Notes. At the issuer's sole discretion, they may instead receive 100.00% in new first lien term loans due 2031. Lenders holding about 72.2% of the term loans have agreed to participate. They have also agreed to an amendment that would subordinate the term loans to the New Notes in right of payment and lien priority, and strip substantially all restrictive covenants and certain events of default from the credit agreement.
Consent solicitation targets covenants in the 2017 indenture
The issuer is also seeking consents to amend the indenture dated December 14, 2017. The amendments would eliminate substantially all restrictive covenants and certain default provisions, and modify merger, defeasance and future guarantor provisions. Holders cannot tender without consenting or consent without tendering, and no payment is made for consents.
Early deadline falls November 10, final expiration November 27
The early exchange time and the new money funding date are both 5:00 p.m. New York City time on November 10, 2026. Holders tendering after that point and before the 5:00 p.m. deadline on November 27, 2026 receive the late exchange consideration, unless the dates are extended.