CHARLOTTE, N.C., Oct. 28, 2026 /PRNewswire/ -- JELD-WEN Holding, Inc. (NYSE: JELD) ("JELD-WEN" or the "Company") today announced that JELD-WEN, Inc. (the "Issuer") commenced an offer to (x) all Eligible Holders (as defined herein) of the Issuer's outstanding 4.875% Senior Notes due 2027 (the "Old Notes") to exchange (the "Exchange Offer") any and all of the Old Notes for new first lien senior secured notes due 2031 (the "New Notes") and (y) participants in the Exchange Offer (the "Exchange Offer Participants") to elect to purchase their applicable Pro Rata Portion (as defined herein) of up to $410.2 million in aggregate principal amount of the New Notes (the "New Money Offer" and, such participants in the New Money Offer, the "New Money Participants" and, in the case of any Eligible Holder that is not a New Money Participant, the "Non-New Money Participants"), in each case, as further described below. Capitalized terms used herein but not defined herein have the meanings assigned in the confidential offering memorandum and consent solicitation statement, dated October 28, 2026 (the "Offering Memorandum").

The following table sets forth the applicable Early Exchange Consideration (as defined herein) and Late Exchange Consideration (as defined herein) to be offered to Eligible Holders of the Old Notes in the Exchange Offer:

In addition, the Issuer is soliciting consents ("Consents") from Eligible Holders of the Old Notes to adopt certain proposed amendments (the "Proposed Amendments") to that certain indenture, dated as of December 14, 2017 (as amended, supplemented or otherwise modified from time to time, the "Old Notes Indenture"), governing the Old Notes, to eliminate substantially all of the restrictive covenants and certain of the default and events of default provisions, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions set forth therein, including certain provisions relating to defeasance and future guarantors (the "Consent Solicitation"), upon the terms and subject to the conditions set forth in the Offering Memorandum.

Certain holders party to the Commitment Letter representing (i) approximately 94.5% of the aggregate principal amount of Old Notes have already agreed to tender their respective Old Notes by the Early Exchange Time of the Exchange Offer and provide their consent to the Proposed Amendments in the Consent Solicitation and (ii) approximately 70.0% of the aggregate principal amount of Old Notes have committed (such commitment, the "Backstop Commitment") to purchase their respective agreed percentage of up to $410.2 million of New Notes, at a price equal to $1,000 per $1,000 in principal amount of such New Notes, by the Backstop Funding Date, including to the extent such amount is not subscribed for and funded by the Eligible Holders in the New Money Offer, including as a result of failures to fund by any Eligible Holder who fails to deliver all of the Purchase Price (as defined herein) to the Exchange Agent (as defined herein) by the Funding Date. The size of the issuance of the New Notes pursuant to the New Money Offer will be reduced on a dollar-for-dollar basis to the extent that any lender holding Existing Term Loans does not elect to have such loans purchased in the Loans Dutch Auction (as defined herein).

Concurrently with the Exchange Offer and the Consent Solicitation, and pursuant to the Commitment Letter, the Issuer commenced a Dutch auction (the "Loans Dutch Auction") offering each lender holding Existing Term Loans the opportunity to have its Existing Term Loans purchased at a price of (A) 86.00% of the principal amount of such Existing Term Loans in cash (the "Existing Term Loan Purchase"), (B) 100.00% of the principal amount of such Existing Term Loans in New Notes or (C) solely if the Issuer elects in its sole discretion, 100.00% of the principal amount of such Existing Term Loans in new first lien term loans due 2031. Existing Lenders representing approximately 72.2% of the aggregate principal amount of the Existing Term Loans are party to the Commitment Letter and have agreed to participate in the Loans Dutch Auction and to consent to an amendment to the Existing Credit Agreement that would, among other things, (A) permit the transactions contemplated by the Commitment Letter, (B) eliminate substantially all of the restrictive covenants and certain events of default contained in the credit agreement governing the Existing Term Loans and (C) provide for the subordination (in right of payment and lien priority) of the Existing Term Loans to the New Notes.

The Exchange Offer and the Consent Solicitation will expire at 5:00 p.m., New York City time, on November 27, 2026, unless extended or terminated earlier (the "Expiration Time"). Subject to the tender acceptance procedures described in the Offering Memorandum, Eligible Holders who validly tender Old Notes by 5:00 p.m., New York City time, on November 10, 2026, unless extended (the "Early Exchange Time"), will receive from the Issuer (i) for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Exchange Time and accepted for exchange, the applicable early exchange consideration set forth in the table above (the "Early Exchange Consideration") and (ii) for each $1,000 principal amount of Old Notes validly tendered (and not validly withdrawn) after the Early Exchange Time and at or prior to the Expiration Time and accepted for exchange, the late exchange consideration set forth in the table above (the "Late Exchange Consideration"). No consideration will be paid for Consents in the Consent Solicitation. Tenders of Old Notes may be withdrawn and Consents may be revoked prior to the Withdrawal Deadline, but not thereafter, subject to applicable law (or in the case of input error, with respect to the New Money Subscription Form, subject to review and approval by the Issuer and its counsel, and/or at the Issuer's sole discretion), unless such Withdrawal Deadline is extended by the Issuer at its sole discretion.

In order to receive the New Notes in connection with the New Money Offer, each participating Eligible Holder (other than a Backstop Party) (the "Non-Backstop New Money Participant") is obligated to pay the full purchase price (the "Purchase Price") related to its Pro Rata Portion of up to $410.2 million in aggregate principal amount of New Notes (the "New Money Notes Issuance"), calculated in accordance with the payment worksheet (the "Payment Worksheet") included in the New Money Subscription Form attached to the Offering Memorandum and available on the website managed by the Exchange Agent and accessible via this link (https://deals.is.kroll.com/JeldWen), by wire transfer of immediately available funds to the Exchange Agent in accordance with the instructions included in the Payment Worksheet by 5:00 p.m., New York City time, on November 10, 2026, unless extended (such date, the "Funding Date"). "Pro Rata Portion" means, for any Exchange Offer Participant, (i)(x) the aggregate dollar amount of Old Notes tendered for exchange by such Exchange Offer Participant divided by (y) $400.0 million multiplied by (ii) $410.2 million (calculated in the Payment Worksheet as 1.025415 per dollar of principal amount tendered, rounded down to the nearest whole dollar, for each block of Old Notes tendered). Each New Money Participant is entitled to subscribe for its Pro Rata Portion of the New Money Offer but not an amount less than its Pro Rata Portion of the New Money Offer. For the avoidance of doubt, no Eligible Holder can elect to participate in the New Money Offer without participating in full in the Exchange Offer. Each participating Eligible Holder must tender all of the Old Notes it holds. Partial tenders of Old Notes will not be accepted.

The Non-Backstop New Money Participants may not receive the full Pro Rata Portion of the New Notes that such Non-Backstop New Money Participants elected to purchase to the extent less than the total Existing Term Loan Purchase option is elected in the Loans Dutch Auction. In such case, such Non-Backstop New Money Participants will receive a refund equal to the shortfall of the applicable amount of the Pro Rata Portion.

As described in the Offering Memorandum, each Backstop Party is obligated to fund First Lien Notes as part of the New Money Offer, including the Shortfall, by the Backstop Funding Date communicated in the Backstop Funding Notice at least four (4) business days prior to the Backstop Funding Date.

Any Eligible Holder (other than a Backstop-New Money Participant) who either (i) does not subscribe for all of its Pro Rata Portion of the New Money Offer or (ii) does not fund such portion by the Funding Date (or, with respect to a Backstop Party, by the Backstop Funding Date) will only be entitled to receive $930 in principal amount of New Notes per $1,000 in principal amount of Old Notes validly tendered (and not validly withdrawn) at or prior to the Early Exchange Time in the Exchange Offer.

The New Notes will bear interest at the Issuer's election at its sole discretion, either (i) at a rate of 10.500% per annum payable solely in cash, or (ii) at an aggregate rate of 11.500% per annum, of which, at the Issuer's election at its sole discretion, (x) no less than 9.000% per annum shall be payable in cash and (y) up to 2.500% per annum shall be payable by increasing the outstanding principal amount of one or more outstanding notes representing the New Notes. Interest on the New Notes will be payable semi-annually in arrears.

Eligible Holders may not tender their Old Notes pursuant to the Exchange Offer without delivering a Consent with respect to the Old Notes tendered pursuant to the Consent Solicitation, and Eligible Holders may not deliver a Consent pursuant to the Consent Solicitation without tendering the Old Notes pursuant to the Exchange Offer.