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JELD-WEN HOLDING, INC. : Other Events, Financial Statements and Exhibits (form 8-K)

05/13/2021 | 05:28pm EDT

Item 8.01. Other Events.

On May 10, 2021, JELD-WEN Holding, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with the selling shareholders named in Schedule B thereto (collectively, the "Selling Shareholders") and J.P. Morgan Securities LLC (the "Underwriter"), relating to the sale by the Selling Shareholders (the "Offering") of 10,000,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share. The Offering closed on May 13, 2021. The Company did not sell any Shares in the Offering or receive any proceeds from the Offering.

In connection with the Offering, the Company purchased from the Underwriter 1,000,000 of the aggregate 10,000,000 Shares that were the subject of the Offering (the "Share Repurchase"). The price per Share paid by the Company for the repurchased Shares equaled the price at which the Underwriter purchased the Shares from the Selling Shareholders in the Offering. Accordingly, the number of Shares available to the general public in the Offering was 9,000,000 Shares.

The Offering described in this Current Report on Form 8-K was made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-253702), effective upon filing with the Securities and Exchange Commission on March 1, 2021, as supplemented by the preliminary prospectus supplement, dated May 10, 2021, and the final prospectus supplement, dated May 10, 2021.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Shareholders. It also provides for customary indemnification of the Underwriter by each of the Company and the Selling Shareholders for certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

The legality opinion of Fried, Frank, Harris, Shriver & Jacobson LLP is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

  No.                                    Description

 1.1#        Underwriting Agreement, dated May 10, 2021, by and among JELD-WEN
           Holding, Inc., the selling shareholders named in Schedule B thereto and
           J.P. Morgan Securities LLC.

 5.1         Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP.

23.1         Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included in
           Exhibit 5.1).

 104       Cover Page Interactive Data File - the cover page XBRL tags are
           embedded within the Inline XBRL document.

# Schedules, exhibits and similar attachments to this exhibit have been omitted

pursuant to Item 601(a)(5) of Regulation S-K. JELD-WEN Holding, Inc. agrees to

furnish copies of such omitted materials supplementally upon request by the

Securities and Exchange Commission.


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