In re JELD-WEN Holding Inc. Securities Litigation

You or someone in your family may have purchased the publicly traded common stock of JELD-WEN during the period from January 26, 2017, through October 15, 2018, inclusive.

Receipt of the Notice does not mean that you are a member of the Class or that you will be entitled to receive a payment. If you wish to be eligible for a payment, you are required to submit the Claim Form that is being distributed with the Notice. (see FAQ 10).

The Court directed that Notice be sent to Class Members because they have a right to know about the proposed Settlement of this class action lawsuit, and about all of their options, before the Court decides whether to approve the Settlement.

The Court in charge of the Action is the United States District Court, Eastern District of Virginia (Richmond Division), Spottswood W. Robinson III and Robert R. Merhige, Jr., Federal Courthouse, and the case is known as In re JELD-WEN Holding, Inc. Securities Litigation, Civil Action No. 3:20-cv-00112-JAG (the “Action”). The Action is assigned to the Honorable John A. Gibney, Jr., United States District Judge.

JELD-WEN, one of the largest door and window manufacturers, makes and sells interior molded doors. JELD-WEN also manufactures doorskins, which are the principal component of interior molded doors.

Class Representatives allege, among other things, that Defendants made materially false and misleading statements and omissions to investors concerning JELD-WEN’s allegedly anticompetitive conduct and financial results in the doorskins and interior molded door markets and the merit of a lawsuit filed against JELD-WEN by an interior door manufacturer. The Complaint alleges that the price of JELD-WEN publicly traded common stock was artificially inflated as a result of Defendants’ allegedly false and misleading statements, and declined when the truth was allegedly revealed.

On March 29, 2021, the Court granted Plaintiffs’ motion, certifying the Class and appointing Plaintiffs as “Class Representatives” and Co-Lead Counsel as “Class Counsel.”

On April 20, 2021, Class Counsel and Defendants’ Counsel participated in a full-day mediation session before Robert Meyer, Esq. of JAMS (the “Mediator”). In advance of that session, the Parties provided detailed mediation statements and exhibits to the Mediator, which addressed issues of both liability and damages. At the end of the mediation, following extensive arm’s-length negotiations, as well as additional efforts by the Mediator, the Parties reached an agreement in principle to settle the Action for $40,000,000.

Settling Defendants have denied and continue to deny each and every one of the claims alleged by Lead Plaintiffs in the Action, including all claims in the Complaint.

In a class action, one or more persons or entities (in this case, Class Representatives) sue on behalf of people and entities who have similar claims. Together, these people and entities are a “class,” and each is a “class member.” A class action allows one court to resolve, in a single case, many similar claims that, if brought separately by individual people, might be too small economically to litigate. One court resolves the issues for all class members at the same time, except for those who exclude themselves, or “opt-out,” from the class. In this Action, the Court has appointed the Public Employees’ Retirement System of Mississippi, the Plumbers and Pipefitters National Pension Fund, and the Wisconsin Laborers’ Pension Fund to serve as Class Representatives and has appointed Labaton Sucharow LLP and Robbins Geller Rudman & Dowd LLP to serve as Class Counsel.

The Class consists of persons and entities who or which purchased or acquired shares of the JELD-WEN Holding, Inc. publicly traded common stock during the period from January 26, 2017 through October 15, 2018, inclusive.

The Court did not finally decide in favor of Class Representatives or Defendants. Instead, both sides agreed to a settlement. Class Representatives and Class Counsel believe that the claims asserted in the Action have merit. They recognize, however, the expense and length of continued proceedings needed to pursue the claims through trial and appeals, as well as the difficulties in establishing liability. Assuming the claims proceeded to trial, the Parties would present factual and expert testimony on each of the disputed issues, and there is risk that the Court or jury would resolve these issues unfavorably against Class Representatives and the Class. In light of the Settlement and the guaranteed cash recovery to the Class, Class Representatives and Class Counsel believe that the proposed Settlement is fair, reasonable, and adequate, and in the best interests of the Class.

Defendants have denied and continue to deny each and every one of the claims alleged by Class Representatives in the Action, including all claims in the Complaint, and specifically deny any wrongdoing and that they have committed any act or omission giving rise to any liability or violation of law.

The Court directed, for the purposes of the proposed Settlement, that everyone who fits the following description is a Class Member and subject to the Settlement, unless they are an excluded person (see FAQ 6) or take steps to exclude themselves from the Class (see FAQ 13 below):

The Class includes:

All persons and entities who or which, during the period from January 26, 2017, through October 15, 2018, inclusive (the “Class Period”), purchased the publicly traded common stock of JELD-WEN Holding, Inc.

You are a Class Member only if you purchased JELD-WEN Holding, Inc. publicly traded common stock during the Class Period. Check your investment records or contact your broker to see if you have any eligible purchases.

Yes. There are some individuals and entities who are excluded from the Class by definition. Excluded from the Class are:

1. the Defendants;
2. members of the immediate family of any Defendant who is an individual;
3. any person who was an officer or director of JELD-WEN, Onex, or any Onex affiliated fund during the Class Period;
4. any firm, trust, corporation, or other entity in which any Defendant has or had a controlling interest;
5. JELD-WEN’s or Onex’s employee retirement and benefit plan(s), if any, and their participants or beneficiaries, to the extent they made purchases through such plan(s); and
6. the legal representatives, affiliates, heirs, successors-in-interest, or assigns of any such excluded person or entity.

Also excluded from the Class is anyone who timely and validly seeks exclusion from the Class in accordance with the procedures described in FAQ 13.

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1 (855) 867-0659 or at info@JELD-WENSecuritiesSettlement.com for more information. Or you can fill out and return the Claim Form, with appropriate supporting documentation, to see if you qualify.

In exchange for the Settlement and the release of the Released Claims against the Released Defendant Parties (see FAQ 12 below), Defendants have agreed to cause a $40 million cash payment to be made, which, along with any interest earned, will be distributed after deduction of Court-awarded attorneys’ fees and litigation expenses, Notice and Administration Expenses, Taxes, and any other fees or expenses approved by the Court (the “Net Settlement Fund”), to Class Members who submit valid and timely Claim Forms and are found to be eligible to receive a distribution from the Net Settlement Fund.

At this time, it is not possible to make any determination as to how much any individual Class Member may receive from the Settlement.

An individual Class Member’s recovery will depend on, for example: (i) the total number and value of claims submitted; (ii) when the claimant purchased JELD-WEN publicly traded common stock and (iii) whether and when the claimant sold his, her, or its shares of JELD-WEN publicly traded common stock.

By following the instructions in the Plan of Allocation, you can calculate what is called your Recognized Loss. Because the Net Settlement Fund is less than the total losses alleged to be suffered by Class Members, the formulas described in the Plan of Allocation for calculating Recognized Losses are not intended to estimate the amount that will actually be paid to Authorized Claimants. Rather, these formulas provide the basis on which the Net Settlement Fund will be distributed among Authorized Claimants on a pro rata basis. An Authorized Claimant’s “Recognized Claim” shall be the amount used to calculate the Authorized Claimant’s pro rata share of the Net Settlement Fund. The pro rata share shall be the Authorized Claimant’s Recognized Claim divided by the total of the Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund. See the Plan of Allocation located at the end of the Notice for more information.

To qualify for a payment from the Net Settlement Fund, you must submit a timely and valid Claim Form. A Claim Form is included with the Notice.

You may also obtain one here, or submit a claim online here.

You can also request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at 1 (855) 867-0659.

Please read the instructions contained in the Claim Form carefully, fill out the Claim Form, include all the documents the form requests, sign it, and mail or submit it to the Claims Administrator so that it is postmarked or received no later than November 15, 2021.

Mailing address for Claim Forms:

JELD-WEN Securities Settlement
c/o Epiq
P.O. Box 6397
Portland, OR 97228-6397

The Court will hold a Settlement Hearing on November 22, 2021, to decide, among other things, whether to finally approve the Settlement. Even if the Court approves the Settlement, there may be appeals which can take time to resolve, perhaps more than a year. It also takes a long time for all of the Claim Forms to be accurately reviewed and processed. Please be patient.

If you are a Class Member and do not timely and validly exclude yourself from the Class, you will remain in the Class and that means that, upon the “Effective Date” of the Settlement, you will release all “Released Claims” against the “Released Defendant Parties.” All of the Court’s orders in the Action, whether favorable or unfavorable, will apply to you and legally bind you.

“Released Claims” means any and all claims, rights, liabilities, suits, debts, obligations, demands, damages, losses, judgments, matters, issues, including both known claims and Unknown Claims (as defined below), and causes of action of every nature and description whatsoever, in law, equity, or otherwise, whether accrued or unaccrued, fixed or contingent, liquidated or unliquidated, direct or indirect, whether arising under federal, state, local, statutory, common law, foreign law, or any other law, rule, or regulation, and whether class and/or individual in nature, concerning, based on, arising out of, or in connection with both: (i) the purchase, or other acquisition of, JELD-WEN publicly traded common stock by Plaintiffs or any other Class Member during the period from January 26, 2017, through October 15, 2018, inclusive; and (ii) the allegations, transactions, acts, facts, matters, occurrences, disclosures, statements, filings, representations, omissions, or events that were or could have been alleged or asserted in the Action. Released Claims do not include: (1) claims to enforce the Settlement; (2) claims asserted in any actions arising under The Employee Retirement Income Security Act of 1974 pending, or the subject of an appeal, as of the date of disclosure of the Settlement; or (3) claims asserted in any purported derivative actions pending, or the subject of an appeal, as of the date of disclosure of the Settlement.

“Released Defendant Parties” means Defendants and each of their respective predecessors, successors, parent corporations, sister corporations, past, present, or future subsidiaries, affiliates, principals, assigns, assignors, legatees, devisees, executors, administrators, estates, heirs, spouses, immediate family members, receivers and trustees, settlors, beneficiaries, officers, directors, members, shareholders, employees, independent contractors, servants, agents, partners, insurers, reinsurers, representatives, attorneys, legal representatives, auditors, accountants, and successors-in-interest, in their capacities as such.

“Unknown Claims” means any and all Released Claims that Class Representatives or any other Releasing Plaintiff do not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, and any and all Released Defendants’ Claims that any Defendant or any other Releasing Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiff Parties, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement, including the decision to object to the terms of the Settlement or to exclude himself, herself, or itself from the Class. With respect to any and all Released Claims and Released Defendants’ Claims, the Parties stipulate and agree that, upon the Effective Date, Class Representatives and Defendants shall expressly, and each Releasing Plaintiff and Releasing Defendant shall be deemed to have, and by operation of the Judgment or Alternative Judgment shall have, to the fullest extent permitted by law, expressly waived and relinquished any and all provisions, rights and benefits conferred by any law of any state or territory of the United States or foreign law, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Class Representatives, other Class Members, or Defendants may hereafter discover facts, legal theories, or authorities in addition to or different from those which any of them now knows, suspects, or believes to be true with respect to the Action, the Released Claims, or the Released Defendants’ Claims, but Class Representatives and Defendants shall expressly, fully, finally, and forever settle and release, and each Releasing Plaintiff and Releasing Defendant shall be deemed to have fully, finally, and forever settled and released, and upon the Effective Date and by operation of the Judgment or Alternative Judgment shall have settled and released, fully, finally, and forever, any and all Released Claims and Released Defendants’ Claims as applicable, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. Class Representatives and Defendants acknowledge, and all Releasing Plaintiff and Releasing Defendant by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims and Released Defendants’ Claims was separately bargained for and was a material element of the Settlement.

The “Effective Date” will occur when an Order entered by the Court approving the Settlement becomes Final and is not subject to appeal. Upon the “Effective Date,” Defendants will also provide a release of any claims against Class Representatives and the Class arising out of or related to the institution, prosecution, or settlement of the claims in the Action.

To exclude yourself from the Class, you must mail a signed letter stating that you request to be “excluded from the Class in In re JELD-WEN Holding Inc. Securities Litigation, Civil Action No. 3:20-cv-00112-JAG (E.D. Va.).” You cannot exclude yourself by telephone or e-mail. Each request for exclusion must also: (i) state the name, address, and telephone number of the person or entity requesting exclusion; (ii) state the number of shares of JELD-WEN publicly traded common stock the person or entity purchased and sold during the Class Period, as well as the dates and prices of each such purchase and sale; and (iii) be signed by the Person requesting exclusion or an authorized representative.

A request for exclusion must be mailed so that it is received no later than November 1, 2021, at:

JELD-WEN Securities Settlement
c/o Epiq
P.O. Box 6397
Portland, OR 97228-6397

This information is needed to determine whether you are a member of the Class. Your exclusion request must comply with these requirements in order to be valid.

If you submit a valid exclusion request, you will not be legally bound by anything that happens in the Action, and you may be able to sue (or continue to sue) Defendants and the other Released Defendant Parties in the future.

No. Unless you properly exclude yourself, you will give up any rights to sue Defendants and the other Released Defendant Parties for any and all Released Claims. If you have a pending lawsuit against any of the Released Defendant Parties, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit, assuming that lawsuit was timely brought. Remember, the exclusion deadline is November 1, 2021.

No, only Class Members are eligible to recover money from the Settlement.

Labaton Sucharow LLP and Robbins Geller Rudman & Dowd LLP are Class Counsel in the Action and represent all Class Members. You will not be separately charged for these lawyers. The Court will determine the amount of attorneys’ fees and litigation expenses, which will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.

Class Counsel have been prosecuting the Action on a contingent basis and have not been paid for any of their work. Class Counsel will seek, on behalf of all Plaintiffs’ Counsel, an attorneys’ fee award of no more than 25% of the Settlement Fund, i.e., $10,000,000, plus accrued interest, if any. Class Counsel will also seek payment of litigation expenses incurred in the prosecution of the Action of no more than $1,500,000, plus accrued interest, if any, which may include an application in accordance with the PSLRA for the reasonable costs and expenses (including lost wages) of the Class Representatives directly related to their representation of the Class. Any attorneys’ fees and expenses awarded by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.

If you are a Class Member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation of the Net Settlement Fund, and/or Class Counsel’s Fee and Expense Application. You may write to the Court about why you think the Court should not approve any or all of the Settlement terms or related relief. If you would like the Court to consider your views, you must file a proper objection within the deadline, and according to the following procedures.

To object, you must send a signed letter stating that you object to the proposed Settlement, the Plan of Allocation, and/or the Fee and Expense Application in “In re JELD-WEN Holding Inc. Securities Litigation, Civil Action No. 3:20-cv-00112-JAG (E.D. Va.).” The objection must also state: (i) the name, address, telephone number, and e-mail address of the objector and must be signed by the objector; (ii) contain a statement of the Class Member’s objection or objections and the specific reasons for the objection, including whether it applies only to the objector, to a specific subset of the Class, or to the entire Class, and any legal and evidentiary support (including witnesses) the Class Member wishes to bring to the Court’s attention; (iii) include documents sufficient to show the objector’s membership in the Class, including the number of shares of JELD-WEN publicly traded common stock purchased and sold during the Class Period, as well as the dates and prices of each such purchase and sale; and (iv) identify all other class action settlements the objector has previously objected to. Unless otherwise ordered by the Court, any Class Member who does not object in the manner described in the Notice will be deemed to have waived any objection and will be foreclosed from making any objection to the proposed Settlement, the Plan of Allocation, and/or Class Counsel’s Fee and Expense Application.

Your objection must be filed with the Court no later than November 1, 2021, and be mailed or delivered to the following counsel so that it is received no later than November 1, 2021:

You do not need to attend the Settlement Hearing to have your written objection considered by the Court. However, any Class Member who has complied with the procedures described in this FAQ 18 and below in FAQ 22 may appear at the Settlement Hearing and be heard, to the extent allowed by the Court. An objector may appear in person or arrange, at his, her, or its own expense, for a lawyer to represent him, her, or it at the Settlement Hearing.

Objecting is telling the Court that you do not like something about the proposed Settlement, Plan of Allocation, or Class Counsel’s Fee and Expense Application. You can still recover money from the Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself from the Class, you have no basis to object because the Settlement and the Action no longer affect you.

The Court will hold the Settlement Hearing on November 22, 2021, at 1:30 p.m., either remotely or in person, in Courtroom 6000 at the United States District Court for the Eastern District of Virginia, Richmond Division, Spottswood W. Robinson III and Robert R. Merhige, Jr., Federal Courthouse, 701 East Broad Street, Richmond, VA 23219.

At this hearing, the Honorable John A. Gibney, Jr. will consider whether: (i) the Settlement is fair, reasonable, adequate, and should be approved; (ii) the Plan of Allocation is fair and reasonable, and should be approved; and (iii) the application of Class Counsel for an award of attorneys’ fees and payment of litigation expenses is reasonable and should be approved. The Court will take into consideration any written objections filed in accordance with the instructions in FAQ 18. We do not know how long it will take the Court to make these decisions.

The Court may change the date and time of the Settlement Hearing, or hold the hearing remotely, without another individual notice being sent to Class Members. If you want to attend the hearing, you should check with Class Counsel beforehand to be sure that the date and/or time has not changed, or periodically check this website to see if the Settlement Hearing stays as scheduled or is changed.

No. Class Counsel will answer any questions the Court may have. But, you are welcome to attend at your own expense. If you submit a valid and timely objection, the Court will consider it and you do not have to come to Court to discuss it. You may have your own lawyer attend (at your own expense), but it is not required. If you do hire your own lawyer, he or she must file and serve a Notice of Appearance in the manner described in FAQ 22 no later than November 1, 2021.

You may ask the Court for permission to speak at the Settlement Hearing. To do so, you must, no later than November 1, 2021, submit a statement that you, or your attorney, intend to appear in “In re JELD-WEN Holding Inc. Securities Litigation, Civil Action No. 3:20-cv-00112-JAG (E.D. Va.).” If you intend to present evidence at the Settlement Hearing, you must also include in your objection (prepared and submitted according to FAQ 18) the identities of any witnesses you may wish to call to testify and any exhibits you intend to introduce into evidence at the Settlement Hearing. You may not speak at the Settlement Hearing if you exclude yourself from the Class or if you have not provided written notice of your intention to speak at the Settlement Hearing in accordance with the procedures described in this FAQ and FAQ 18.

If you do nothing and you are a member of the Class, you will receive no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims. To share in the Net Settlement Fund, you must submit a Claim Form (see FAQ 10). To start, continue, or be a part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims, you must exclude yourself from the Class (see FAQ 13).

The Notice summarizes the proposed Settlement. More details are contained in the Stipulation. You may review the Stipulation filed with the Court or other documents in the case during business hours at the office of the Clerk of the Court, United States District Court for the Eastern District of Virginia (Richmond Division), Spottswood W. Robinson III and Robert R. Merhige, Jr. Federal Courthouse, 701 East Broad Street, Richmond, VA 23219. (Please check the Court’s website, www.vaed.uscourts.gov, for information about Court closures before visiting.) Subscribers to PACER, a fee-based service, can also view the papers filed publicly in the Action through the Court’s on-line Case Management/Electronic Case Files System at https://www.pacer.gov.

You can also get a copy of the Stipulation, and other documents related to the Settlement, as well as additional information about the Settlement by visiting the Documents page of this website.

You may also call the Claims Administrator toll free at 1 (855) 867-0659 or write to the Claims Administrator at JELD-WEN Securities Settlement, c/o Epiq Systems, P.O. Box 6397, Portland, OR 97228-6397.

Please do not call the Court with questions about the Settlement.

For even more detailed information concerning the matters involved in this Action, reference is made to the Stipulation, to the pleadings in support of the Settlement, to the Orders entered by the Court, and to the other papers filed in the Action, which are posted on this website here.

The Plan of Allocation set forth in the Notice is the plan for calculating claims and distributing the proceeds of the Settlement that is being proposed by Class Representatives and Class Counsel to the Court for approval. The Court may approve this Plan of Allocation or modify it without additional notice to the Class. Any order modifying the Plan of Allocation will be posted on this website here.

An individual Class Member’s recovery will depend on, for example: (i) the total number and value of claims submitted; (ii) when the claimant purchased JELD-WEN publicly traded common stock; and (iii) whether and when the claimant sold his, her, or its shares of JELD-WEN publicly traded common stock. The computations under the Plan of Allocation are only a method to weigh the claims of Authorized Claimants against one another for the purposes of making pro rata allocations of the Net Settlement Fund. The Claims Administrator will determine each Authorized Claimant’s pro rata share of the Net Settlement Fund based upon each Authorized Claimant’s “Recognized Claim.”

The Net Settlement Fund will be distributed to Authorized Claimants on a pro rata basis based on the relative size of their Recognized Claims. Specifically, a “Distribution Amount” will be calculated for each Authorized Claimant, which will be the Authorized Claimant’s Recognized Claim divided by the total Recognized Claims of all Authorized Claimants, multiplied by the total amount in the Net Settlement Fund. Given the costs of distribution, the Net Settlement Fund will be allocated among all Authorized Claimants whose Distribution Amount is $10.00 or greater.

The ticker symbol/CUSIP for JELD-WEN publicly traded common stock is: JELD/47580P103.

Acceptable supporting documentation includes trade confirmations, official monthly, quarterly or year-end broker statements or other account statements to verify purchases, sales or beginning or ending holdings. Include documentation to support each transaction. Share certificates may be used to support the amount of shares held at the beginning or end of the class period, but they are not evidence for when and how much the shares were purchased.

If you no longer have the supporting documentation you should consult with your broker or financial advisor, who may be able to obtain the documents for you. In the event that you cannot locate your supporting documentation, you can ask your broker to write a letter on letterhead detailing purchases, sales and beginning and ending holdings.

We recommend that you file your claim to the best of your ability, as accurately as possible. Ultimately, however, you may be required to provide independent supporting documentation to verify your claim.