JELD-WEN HOLDING, INC. (NYSE:JELD) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
On March7, 2017, JELD-WEN, Inc. (JWI) a
wholly-owned subsidiary of JELD-WEN Holding, Inc. (the Company),
and certain wholly-owned subsidiaries of JWI and the Company (the
Subsidiaries and, together with the Company, the Guarantors),
entered into Amendment No.3 (the Amendment) to Term Loan Credit
Agreement, dated as of October15, 2014 (as previously amended by
Amendment No.1 to Term Loan Credit Agreement, dated as of July1,
2015, and Amendment No.2 to Term Loan Credit Agreement, dated as
November1, 2016, the Existing Credit Agreement and, as amended by
the Amendment, the Credit Agreement), among JWI, the Guarantors,
Bank of America, N.A., as administrative agent and collateral
agent, and the other lenders and financial institutions from time
to time party thereto, to reduce the interest rate applicable to
the term loans outstanding under the Credit Agreement.
Prior to the
Amendment, approximately $1.237billion of term loans (the
Existing Term Loans) were outstanding under the Existing Credit
Agreement. to the Amendment, certain lenders under the Existing
Credit Agreement converted their Existing Term Loans into new
term loans (the New Term Loans) in an aggregate amount, along
with New Term Loans advanced by certain new lenders, of
approximately $1.237billion. The proceeds of the New Term Loans
advanced by the new lenders were used to prepay in full all of
the Existing Term Loans that were not converted into New Term
Loans.
Under the
Amendment, the rate at which New Term Loans bear interest is
equal to (i)the higher of (x)the rate for deposits in U.S.
dollars in the London interbank offered rate for the applicable
interest period (LIBOR rate) and (y) 1.00%, plus, in each case,
3.00% (or, if our ratio of net debt to Consolidated EBITDA (as
defined in the Credit Agreement) is less than 2.25 to 1.00,
2.75%), or (ii)the alternate base rate, which is the higher of
(w)the prime rate established by the administrative agent from
time to time, (x) 0.50% in excess of the overnight federal funds
rate, (y)the one-month LIBOR rate and (z) 2.00%, plus, in each
case, 2.00% (or, if our ratio of net debt to Consolidated EBITDA
(as defined in the Credit Agreement) is less than 2.25 to 1.00,
1.75%). In addition, the Amendment removes the cap on the amount
of cash netted from debt for the calculation of net debt.
The New Term Loans
will be secured by the same collateral and guaranteed by the same
guarantors as the Existing Term Loans. The New Term Loans have
the same maturity date, July1, 2022, that applied to the Existing
Term Loans. Voluntary prepayments of the New Term Loans are
permitted at any time, in minimum principal amounts, without
premium or penalty, subject to a 1.00% premium payable in
connection with certain repricing transactions within the first
six months after the Amendment. The other terms of the New Term
Loans are also generally the same as the terms of the Existing
Term Loans.
The foregoing
description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, which
is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set
forth above under Item 1.01 with respect to the New Term Loans is
incorporated by reference into this Item2.03.
| Item8.01 | Other Events. |
On March7, 2017,
the Company issued a press release announcing the Amendment and a
reduction to the interest rate on its New Term Loans. A copy of
the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 10.1 |
Amendment No.3, dated as of March7, 2017, by and among JELD-WEN, Inc., JELD-WEN Holding, Inc., the guarantors party thereto, the lenders party thereto, Bank of America, N.A., as agent and the other parties thereto. |
|
| 99.1 |
Press Release of JELD-WEN Holding, Inc. issued on March7, 2017. |
About JELD-WEN HOLDING, INC. (NYSE:JELD)
JELD-WEN Holding, Inc. is a door and window manufacturer. The Company designs, produces and distributes a range of interior and exterior doors, wood, vinyl and aluminum windows, and related products for use in the new construction and repair and remodeling, of residential homes, and to an extent, non-residential buildings. It operates in three segments: North America, Europe and Australasia. It markets its products under the JELD-WEN brand, along with various regional brands, such as Swedoor and DANA in Europe and Corinthian, Stegbar and Trend in Australia. It operates over 110 manufacturing facilities in approximately 20 countries, located primarily in North America, Europe and Australia. It provides a portfolio of interior and exterior doors, windows, and related products, manufactured from a range of wood, metal, and composite materials. It manufactures wood, vinyl and aluminum windows in North America, wood and aluminum windows in Australia, and wood windows in the United Kingdom. JELD-WEN HOLDING, INC. (NYSE:JELD) Recent Trading Information
JELD-WEN HOLDING, INC. (NYSE:JELD) closed its last trading session up +0.18 at 30.38 with 722,108 shares trading hands.
