JELD-WEN Announces Change in Late Exchange Consideration in Exchange Offer and Consent Solicitation for Outstanding 4.875% Senior Notes due 2027

The proposed exchange would replace notes due 2027 with first lien senior secured notes due 2031.

Rhea-AI Summary

JELD-WEN (NYSE: JELD) changed the consideration available to late participants in its subsidiary’s exchange offer for outstanding senior notes. Holders tendering after 5:00 p.m. New York City time on November 10, 2026, and by expiration will receive the same consideration as early participants who did not participate in the new-money offer.

The offer exchanges 4.875% notes due 2027 for new first lien senior secured notes due 2031. Eligible early participants, other than Backstop-New Money Participants, who did not fully subscribe or fund their required new-money portion receive $930 in new-note principal per $1,000 tendered. Participants may elect to purchase their allocated portion of up to $410.2 million in new notes. Completion remains subject to financing and general conditions.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.The proposed exchange replaces 4.875% notes due 2027 with notes due 2031, extending maturity.
• Minor point. Forward-looking: it has not happened yet and may not happen.The new-money offer provides for purchases of up to $410.2 million in new notes.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Replacement notes would carry first lien senior secured obligations.
• Minor pointCompletion remains subject to satisfaction or issuer waiver of Financing Conditions and General Conditions.

News Explained

Beyond the already described change in late-exchange terms, the release says each Backstop Party is obligated to fund New Notes under the New Money Offer, including any shortfall, by a Backstop Funding Date communicated at least four business days beforehand.

Key Figures

Late exchange consideration: $930 per $1,000 principal amount New Money Offer: Up to $410.2 million Old Notes coupon and maturity: 4.875%; due 2027 +1 more

Late exchange consideration

$930 per $1,000 principal amount

For holders who did not subscribe for all or fund their New Money Offer portion

New Money Offer

Up to $410.2 million

Aggregate principal amount of New Notes available for purchase

Old Notes coupon and maturity

4.875%; due 2027

Outstanding notes subject to the exchange offer

New Notes maturity

Due 2031

New notes offered in exchange for the Old Notes

Historical Context

1 past event · Latest: Oct 28

1 event

1. Oct 28

   Exchange offer

   24h Move

   +0.0%

   Prior late terms were $880 per $1,000; this notice aligns them with lower early consideration.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior secured notes, consent solicitation, rule 144a, regulation s

4 terms

senior secured notes financial

"new first lien senior secured notes due 2031"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

consent solicitation financial

"the related solicitation of consents to certain proposed amendments"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

rule 144a regulatory

"as defined in Rule 144A promulgated under the U.S. Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"in reliance upon Regulation S promulgated under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CHARLOTTE, N.C., Nov. 12, 2026 /PRNewswire/ -- JELD-WEN Holding, Inc. (NYSE: JELD) ("JELD-WEN" or the "Company") today announced a change to the Late Exchange Consideration in the previously announced offer by JELD-WEN, Inc. (the "Issuer") 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 the related solicitation of consents to certain proposed amendments to the indenture governing the Old Notes (the "Consent Solicitation"), and (y) participants in the Exchange Offer to elect to purchase their applicable Pro Rata Portion of up to $410.2 million in aggregate principal amount of the New Notes (the "New Money Offer"), in each case, on the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated October 28, 2026 (as supplemented or otherwise modified from time to time, the "Offering Memorandum"). Capitalized terms used herein but not defined herein have the meanings assigned in the Offering Memorandum.

The Issuer is changing the Late Exchange Consideration (as defined in the Offering Memorandum) available to Eligible Holders who validly tender (and do not validly withdraw) Old Notes after 5:00 p.m., New York City time, on November 10, 2026 (the "Early Exchange Time") and at or prior to the Expiration Time (as defined in the Offering Memorandum). The Late Exchange Consideration will now be the same as the Lower Early Exchange Consideration (as defined in the Offering Memorandum), such that Eligible Holders who validly tender their Old Notes after the Early Exchange Time and at or prior to the Expiration Time will receive the same consideration as Non-New Money Participants who validly tendered (and have not validly withdrawn) Old Notes at or prior to the Early Exchange Time, as further set forth in the Offering Memorandum.

Any Eligible Holder (other than a Backstop-New Money Participant) who either (i) did not subscribe for all of its Pro Rata Portion of the New Money Offer or (ii) did not fund such portion by the Funding Date (or, with respect to a Backstop Party, does not fund such portion 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.

As described in the Offering Memorandum, each Backstop Party is obligated to fund the New 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.

The consummation of the Exchange Offer, the Consent Solicitation and the New Money First Lien Notes Issuance is subject to, and conditioned upon, the satisfaction or waiver by the Issuer of the Financing Conditions and the General Conditions.

The Exchange Offer is being made, and the New Notes are being offered and issued (i) in the United States, to holders of Old Notes who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A promulgated under the U.S. Securities Act of 1933, as amended (the "Securities Act")) and (ii) outside the United States, to holders of Old Notes who are persons other than U.S. persons in reliance upon Regulation S promulgated under the Securities Act (such holders in clauses (i) and (ii) collectively, the "Eligible Holders"). Only holders of Old Notes who certify that they are Eligible Holders are authorized to participate in the Exchange Offer, the New Money Offer and the Consent Solicitation.

Eligible Holders of the Old Notes are urged to carefully read the entire Offering Memorandum, including the information presented under "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements," and the documents incorporated by reference into the Offering Memorandum, including the Company's audited consolidated financial statements (and the accompanying notes thereto) included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, the Company's unaudited condensed consolidated financial statements (and the accompanying notes thereto) included in the Company's Quarterly Reports on Form 10-Q, in each case, as filed with the U.S. Securities and Exchange Commission (the "SEC"), before making any decision with respect to the New Money Offer, the Exchange Offer or the Consent Solicitation.

None of the Company, the Issuer, Kroll Issuer Services (US), in its capacity as exchange agent (the "Exchange Agent") and as information agent (the "Information Agent"), the trustees and notes collateral agent, as applicable, under the indentures governing the Old Notes and the New Notes, or any of their respective affiliates, makes any recommendation as to whether Eligible Holders of Old Notes should participate in the New Money Offer, tender their Old Notes pursuant to the Exchange Offer or deliver Consents pursuant to the Consent Solicitation. Each Eligible Holder must make its own decision as to whether to participate in the New Money Offer and whether to tender its Old Notes and to deliver Consents and, if so, the principal amount of Old Notes as to which action is to be taken.

The Exchange Offer, the New Money Offer, the New Notes and related guarantees have not been registered under the Securities Act or any other applicable securities laws and, unless so registered, the New Notes may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit of, "U.S. persons" (as defined in Rule 902 under the Securities Act), except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and any other applicable securities laws. 

Questions concerning the Exchange Offer, the New Money Offer and the Consent Solicitation may be directed to the Exchange Agent and the Information Agent, in accordance with the contact details shown on the back cover of the Offering Memorandum.

About JELD-WEN Holding, Inc.

JELD-WEN Holding, Inc. (NYSE: JELD) is a leading global designer, manufacturer and distributor of high-performance interior and exterior doors, windows, and related building products serving the new construction and repair and remodeling sectors. Based in Charlotte, North Carolina, JELD-WEN operates facilities in 14 countries in North America and Europe and employs approximately 13,900 associates dedicated to bringing beauty and security to the spaces that touch our lives. The JELD-WEN family of brands includes JELD-WEN^® worldwide, LaCantina^® and VPI™ in North America, and Swedoor^® and DANA^® in Europe. For more information, visit corporate.JELD-WEN.com or follow us on LinkedIn.

Investor Relations Contact:
James Armstrong
Vice President, Investor Relations
704-378-5731
jarmstrong@jeldwen.com

Media Contact:
JELD-WEN Holding, Inc.
Sarah Bruner
Senior Director, Enterprise Communications
980-403-4459
SBruner@jeldwen.com

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are generally identified by our use of forward-looking terminology, including the terms "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "seek," or "should," and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts are forward-looking statements, including statements about the consummation of the Exchange Offer and Consent Solicitation and the Transactions and the expected benefits therefrom, our business strategies and ability to execute on our plans, market potential, future financial performance and our expectations, beliefs, plans, objectives, prospects, assumptions, or other future events, all of which involve risks and uncertainties that could cause actual results to differ materially. We have based these forward-looking statements on our current expectations, assumptions, estimates, and projections. While we believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Such factors include, but are not limited to, our ability to consummate the Transactions; our ability to execute and realize the expected benefits of the Transactions; the impact of the Transactions on the market price of our securities; litigation, including the outcome of any legal proceedings that may be instituted against us or others relating to the Transactions; diversion of management's attention away from our business on account of the Transactions; our ability to raise additional capital in the future; the risk that an insufficient number of eligible participants participate in the Transactions; our ability to obtain the support and consent of the lenders under our asset-based revolving credit facility to participate in the Transactions; if the Transactions are not consummated, the potential delays and significant costs of alternative transactions, which may not be available to us on acceptable terms, or at all, which in turn may impact our ability to continue as a going concern; the adverse impact of failing to consummate the Transactions or otherwise deleveraging on our financial condition, business prospects and the market price of our securities; and the factors disclosed in our filings with the SEC from time to time, including, without limitation, those factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 and the Quarterly Reports on Form 10-Q filed in 2026.

The forward-looking statements included in this release are made as of the date hereof, and we undertake no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this press release is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

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SOURCE JELD-WEN Holding, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What changed in JELD-WEN’s late exchange consideration?

Late exchange consideration now equals the Lower Early Exchange Consideration available to early participants who did not participate in the new-money offer. This applies to eligible holders tendering after 5:00 p.m. New York City time on November 10, 2026, and at or before the offer’s expiration.

Who can participate in JELD-WEN’s note exchange and new-money offer?

Participation requires holders to certify their eligibility. Eligible holders are those reasonably believed to be qualified institutional buyers in the United States, or holders outside the United States who are not U.S. persons under Regulation S. The eligibility requirement also applies to the consent solicitation.

What funding obligation do backstop parties have in JELD-WEN’s new-money offer?

Each backstop party must fund its new-note obligation, including the shortfall, by the Backstop Funding Date. That date is communicated through a Backstop Funding Notice at least four business days beforehand.