Toronto-based Onex and affiliates to increase investment in Oregon's Jeld-Wen to 58% for US$864M; Onex partner Philip Orsino to become Jeld-Wen's president on closing
August 2, 2011
– Onex Corporation (TSX: OCX) announced today that it has amended its previously announced agreement to invest in JELD-WEN Holding, inc., one of the world’s largest residential door and window manufacturers.
Under the amended agreement, Onex and its affiliates will invest $864 million compared to the previously announced $675 million. The Onex group’s investment will be made in two tranches: (i) $675 million of convertible preferred stock representing approximately a 58% ownership stake, up from the previously contemplated investment of $475 million and 39% ownership interest; and (ii) a $189 million convertible note that can be redeemed within 18 months with proceeds from the sale of certain non-core assets and, if not redeemed, will convert into additional shares of convertible preferred stock. The investment will be made by Onex and Onex Partners III, Onex’ flagship private equity fund. Upon closing of the transaction, Onex’ share of the investment will be approximately $295 million.
The transaction is anticipated to close in the third quarter subject to customary regulatory approvals, completion of the associated debt financing and other customary conditions. The balance of the company will continue to be owned by the trust of Mr. Richard Wendt, members of the Wendt family, JELD-WEN employees and other existing shareholders. JELD-WEN’s corporate culture will remain firmly rooted and intact, and JELD-WEN will continue as a private company headquartered in Klamath Falls, Oregon.
“Our investment thesis for this proprietary opportunity has not changed,” said Mr. Anthony Munk, a Managing Director of Onex. “We believe JELD-WEN is very well positioned to take advantage of the eventual recovery in global housing markets given its competitive position and well-known brands in markets around the world.”
Mr. Rod Wendt, son of JELD-WEN’s late founder Mr. Richard Wendt, will continue in his role as CEO. Upon final closing of Onex’ investment in JELD-WEN, Mr. Philip Orsino, Onex’ building products industrial partner, will be appointed as JELD-WEN’s President. Mr. Orsino was formerly the CEO of Masonite International until 2005 and has spent more than 25 years in the global door and window manufacturing business. As President, Mr. Orsino will have broad oversight of global operations. Following the closing, Onex will appoint four of the eight Directors on JELD-WEN’s Board.
Mr. Wendt commented, “I look forward to welcoming Philip to our executive team. Many of us at JELD-WEN have known him for years and we admire his leadership in our industry. I have a great deal of respect for his knowledge, track record and expertise. He will be instrumental in our future growth.”
Onex is one of North America’s oldest and most successful investment firms committed to acquiring and building high-quality businesses in partnership with talented management teams. Onex manages investment platforms focused on private equity, credit securities and real estate. In total, the company manages approximately $14 billion, of which $9 billion is third-party capital. As well, Onex invests its own capital directly and as a substantial limited partner in each of its Funds.
Onex’ businesses generate annual revenues of $35 billion, have assets of $39 billion and employ approximately 210,000 people worldwide. Onex shares trade on the Toronto Stock Exchange under the stock symbol OCX. For more information on Onex, visit its website at www.onex.com. The Company’s security filings can also be accessed at www.sedar.com.
JELD-WEN, inc. is one of the world’s leading manufacturers of reliable windows and doors and is consistently ranked as Oregon’s largest privately owned company, and recorded in the top one-half of Forbes’ list of “America’s Largest Private Companies.” Based in Klamath Falls, Ore., JELD-WEN began in 1960 as a small Oregon millwork plant with 15 employees and today has approximately 20,000 employees worldwide. The company’s large product offering encompasses numerous varieties of windows, exterior doors and interior doors as well as specialty building products such as showerscreens and stair parts. JELD-WEN has been an ENERGY STAR Partner since 1998. For more information on JELD-WEN, visit www.jeld-wen.com.