Statement of Ownership (sc 13g)
February 13 2020 - 12:40PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
JELD-WEN Holding, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
47580P103
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
Onex Corporation
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Ontario,
Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
32,101,820 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
32,101,820 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,101,820 (1)
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
31.9% (2)
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
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(2)
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Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.
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2
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1
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NAMES OF REPORTING PERSONS
Gerald W. Schwartz
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Canada
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
32,883,094 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
32,883,094
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,883,094 (1)
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10
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CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
32.7% (2)
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN
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(2)
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Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.
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3
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1
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NAMES OF REPORTING PERSONS
Onex Partners III LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
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|
SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
20,302,027 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
20,302,027
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,302,027 (1)
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10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
20.2% (2)
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
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(2)
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Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.
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4
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1
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NAMES OF REPORTING PERSONS
Onex BP Co-Invest LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
|
|
SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
2,744,219 (1)
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7
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SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
2,744,219
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,744,219 (1)
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10
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|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
2.7% (2)
|
12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
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(2)
|
Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.
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5
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1
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NAMES OF REPORTING PERSONS
Onex Partners III GP LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
|
|
SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
23,907,545 (1)
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7
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SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
23,907,545
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,907,545 (1)
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10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
23.8% (2)
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
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(4)
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Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.
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6
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1
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NAMES OF REPORTING PERSONS
Onex US Principals LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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5
|
|
SOLE VOTING POWER
0
|
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6
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SHARED VOTING POWER
272,060 (1)
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
272,060
(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
272,060 (1)
|
10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.3% (2)
|
12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
|
(2)
|
Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.
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7
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1
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NAMES OF REPORTING PERSONS
Onex Partners III PV LP
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
258,883 (1)
|
|
7
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|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
258,883
(1)
|
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|
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|
9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
258,883 (1)
|
10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.3% (2)
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
|
(2)
|
Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.
|
8
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|
1
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NAMES OF REPORTING PERSONS
BP EI LLC
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
335,900 (1)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
335,900
(1)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
335,900 (1)
|
10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.3% (2)
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO (Limited Liability Company)
|
(4)
|
Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.
|
9
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|
1
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NAMES OF REPORTING PERSONS
Onex Partners III Select LP
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
65,364 (1)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
65,364 (1)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
65,364 (1)
|
10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.1% (2)
|
12
|
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
PN
|
(2)
|
Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.
|
10
|
|
|
|
|
|
|
1
|
|
NAMES OF REPORTING PERSONS
New PCo II Investments Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Ontario,
Canada
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
781,274 (1)
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
781,274
(1)
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
781,274 (1)
|
10
|
|
CHECK IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
0.8% (2)
|
12
|
|
TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
OO (Limited Liability Company)
|
(2)
|
Based on 100,590,747 shares of common stock outstanding as of November 4, 2019.
|
11
This Amendment No. 1 to Schedule 13G relates to Common Stock, par value $0.01 per share, of JELD-WEN Holding, Inc. (the Issuer), amends and supplements the Schedule 13G previously filed by Onex Corporation and other reporting persons with the Securities and Exchange Commission on
February 14, 2018 (as so amended, the Schedule 13G), and is being filed to reflect that Onex American Holdings II LLC has changed its name to Onex Private Equity Holdings LLC.
The Schedule 13G is hereby amended as follows:
Item 4 is hereby amended and restated in its entirety as follows:
The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the
cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons. As of the date of this report, each of the Reporting Persons beneficially owned the number and percentage of issued and
outstanding shares of common stock of JELD-WEN Holding, Inc. (the Company) listed opposite its or his name:
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Reporting Person:
|
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Number of
Shares Held
of Record:
|
|
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Number of
Shares
Beneficially
Owned:
|
|
|
Percent
of
Class:
|
|
|
Sole
Power
to
Vote
or to
Direct
the
Vote:
|
|
|
Shared
Power to
Vote or to
Direct the
Vote:
|
|
|
Sole Power
to
Dispose or
to
Direct the
Disposition
of:
|
|
|
Shared
Power
to Dispose or
to Direct the
Disposition
of:
|
|
Onex Corporation(1)
|
|
|
7,586,315
|
|
|
|
32,101,820
|
|
|
|
31.9
|
%
|
|
|
0
|
|
|
|
32,101,820
|
|
|
|
0
|
|
|
|
32,101,820
|
|
Gerald W. Schwartz(1)(2)
|
|
|
0
|
|
|
|
32,883,094
|
|
|
|
32.7
|
%
|
|
|
0
|
|
|
|
32,883,094
|
|
|
|
0
|
|
|
|
32,883,094
|
|
Onex Partners III LP
|
|
|
20,302,027
|
|
|
|
20,302,027
|
|
|
|
20.2
|
%
|
|
|
0
|
|
|
|
20,302,027
|
|
|
|
0
|
|
|
|
20,302,027
|
|
Onex Partners III GP LP(3)
|
|
|
537,052
|
|
|
|
23,907,545
|
|
|
|
23.8
|
%
|
|
|
0
|
|
|
|
23,907,545
|
|
|
|
0
|
|
|
|
23,907,545
|
|
Onex US Principals LP
|
|
|
272,060
|
|
|
|
272,060
|
|
|
|
0.3
|
%
|
|
|
0
|
|
|
|
272,060
|
|
|
|
0
|
|
|
|
272,060
|
|
Onex Partners III PV LP
|
|
|
258,883
|
|
|
|
258,883
|
|
|
|
0.3
|
%
|
|
|
0
|
|
|
|
258,883
|
|
|
|
0
|
|
|
|
258,883
|
|
Onex Partners III Select LP
|
|
|
65,364
|
|
|
|
65,364
|
|
|
|
0.1
|
%
|
|
|
0
|
|
|
|
65,364
|
|
|
|
0
|
|
|
|
65,364
|
|
Onex BP Co-Invest LP
|
|
|
2,744,219
|
|
|
|
2,744,219
|
|
|
|
2.7
|
%
|
|
|
0
|
|
|
|
2,744,219
|
|
|
|
0
|
|
|
|
2,744,219
|
|
BP EI LLC
|
|
|
335,900
|
|
|
|
335,900
|
|
|
|
0.3
|
%
|
|
|
0
|
|
|
|
335,900
|
|
|
|
0
|
|
|
|
335,900
|
|
New PCo II Investments Ltd.
|
|
|
781,274
|
|
|
|
781,274
|
|
|
|
0.8
|
%
|
|
|
0
|
|
|
|
781,274
|
|
|
|
0
|
|
|
|
781,274
|
|
(1)
|
Onex Corporation, a corporation whose subordinated voting shares are traded on the Toronto Stock Exchange,
and/or Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by (a) Onex Partners III LP, through Onex Corporations indirect ownership or control of Onex Partners Manager GP ULC, the general partner of
Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III LP, (b) Onex BP Co-Invest LP, through Onex Corporations indirect ownership or control of Onex
Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex BP Co-Invest LP, (c) Onex Partners III GP LP, through Onex
Corporations ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (d) Onex US Principals LP, through Onex Corporations indirect ownership or control of Onex American Holdings GP
LLC, the general partner of Onex US Principals LP, (e) Onex Partners III PV LP, through Onex Corporations indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex
Partners III GP LP, the general partner of Onex Partners III PV LP, (f) BP EI LLC, through Onex Corporations ownership of all of the equity of Onex Private Equity Holdings LLC, which owns all of the equity of BP EI LLC, and (g) Onex
Partners III Select LP, through Onex Corporations indirect ownership or control of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III
Select LP. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, indirectly owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to
beneficially own all of the common stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership.
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(2)
|
Mr. Gerald W. Schwartz may be deemed to beneficially own the common stock held by New PCo II
Investments Ltd., through Mr. Schwartzs indirect ownership or control of 1597257 Ontario Inc., which owns all of the equity of New PCo II Investments Ltd.
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(3)
|
Onex Partners III GP LP may be deemed to beneficially own the shares held of record by Onex Partners III LP.,
Onex BP Co-Invest LP, Onex Partners III GP LP, Onex Partners III PV LP, and Onex Partners III Select LP as described in note (1) above. Onex Partners III GP LP disclaims such beneficial ownership (except
with respect to the shares held of record by such entity).
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12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 2020
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|
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ONEX CORPORATION
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|
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By:
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|
/s/ David Copeland
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Name:
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David Copeland
|
|
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Title:
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Managing Director - Tax
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ONEX PARTNERS III GP LP
|
By: Onex Partners GP Inc., its General Partner
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|
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By:
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/s/ Joshua Hausman
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|
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Name:
|
|
Joshua Hausman
|
|
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Title:
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Vice President
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ONEX PARTNERS III LP
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By: Onex Partners III GP LP, its General Partner
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By: Onex Partners Manager LP, its Agent
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By: Onex Partners Manager GP ULC, its General Partner
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|
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By:
|
|
/s/ Joshua Hausman
|
|
|
Name:
|
|
Joshua Hausman
|
|
|
Title:
|
|
Managing Director
|
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ONEX US PRINCIPALS LP
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By: Onex American Holdings GP LLC, its General Partner
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|
|
By:
|
|
/s/ Joshua Hausman
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|
|
Name:
|
|
Joshua Hausman
|
|
|
Title:
|
|
Director
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ONEX PARTNERS III PV LP
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By: Onex Partners III GP LP, its General Partner
|
By: Onex Partners Manager LP, its Agent
|
By: Onex Partners Manager GP ULC, its General Partner
|
|
|
By:
|
|
/s/ Joshua Hausman
|
|
|
Name:
|
|
Joshua Hausman
|
|
|
Title:
|
|
Managing Director
|
13
|
|
|
|
|
|
ONEX BP CO-INVEST LP
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By: Onex Partners III GP LP, its General Partner
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By: Onex Partners Manager LP, its Agent
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By: Onex Partners Manager GP ULC, its General Partner
|
|
|
By:
|
|
/s/ Joshua Hausman
|
|
|
Name:
|
|
Joshua Hausman
|
|
|
Title:
|
|
Managing Director
|
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ONEX PARTNERS III SELECT LP
|
By: Onex Partners III GP LP, its General Partner
|
By: Onex Partners Manager LP, its Agent
|
By: Onex Partners Manager GP ULC, its General Partner
|
|
|
By:
|
|
/s/ Joshua Hausman
|
|
|
Name:
|
|
Joshua Hausman
|
|
|
Title:
|
|
Managing Director
|
|
BP EI LLC
|
|
|
By:
|
|
/s/ Joshua Hausman
|
|
|
Name:
|
|
Joshua Hausman
|
|
|
Title:
|
|
Managing Director
|
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NEW PCO II INVESTMENTS LTD.
|
|
|
By:
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|
/s/ Michelle Iskander
|
|
|
Name:
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|
Michelle Iskander
|
|
|
Title:
|
|
Secretary
|
|
GERALD W. SCHWARTZ
|
|
|
By:
|
|
/s/ Andrea E. Daly
|
|
|
Name:
|
|
Andrea E. Daly
|
|
|
Title:
|
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Attorney-in-fact for Gerald W. Schwartz, pursuant to a power of attorney incorporated herein by reference from the Schedule 13G/A with respect to Fly
Leasing Limited filed by Mr. Schwartz and other reporting persons on April 3, 2017.
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14
INDEX TO EXHIBITS
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|
|
Exhibit No.
|
|
Exhibit
|
|
|
99.1
|
|
Joint Filing Agreement
|
15
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