This Issuer Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to
the offer by Armstrong Flooring, Inc., a Delaware corporation (“Armstrong Flooring” or the “Company”), to purchase for cash up to $50,000,000 of its common stock, par value $0.0001 (the “Shares”), pursuant to
(i) auction tenders at prices specified by the tendering stockholders of not greater than $11.70 per Share nor less than $10.20 per Share or (ii) purchase price tenders pursuant to which shareholders indicate they are willing to sell their
Shares to the Company at the purchase price determined in the offer, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to
Purchase, dated May 17, 2019 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to
Purchase, as they may be amended or supplemented from time to time, constitute the “Tender Offer”), a copy of which is filed herewith as Exhibit (a)(1)(B). This Schedule TO is intended to satisfy the reporting requirements of Rule
13e-4(c)(2)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference in response to all the
items of this Schedule TO.
Item 1.
Summary Term Sheet.
The information under the heading “Summary Term Sheet,” included in the Offer to Purchase, is incorporated herein by reference.
Item 2.
Subject Company Information.
(a) The name of the issuer is Armstrong Flooring, Inc. The address and telephone number of the issuer’s principal executive offices are:
2500 Columbia Avenue, PO Box 3025, Lancaster, Pennsylvania 17604, (717)
672-9611.
(b) The subject
securities are Armstrong Flooring’s common stock, par value $0.0001 per share. As of May 14, 2019, there were 26,113,884 Shares issued and outstanding.
(c) Information about the trading market and price of the Shares is incorporated herein by reference from the Offer to Purchase under the
heading “Section 8 — Price Range of Shares.”
Item 3.
Identity and Background of Filing Person.
(a) The filing person to which this Schedule TO relates is Armstrong Flooring, Inc., the issuer of the Shares. The address and telephone number
of Armstrong Flooring are set forth under Item 2(a) above. The names of the directors and executive officers of Armstrong Flooring are as set forth in the Offer to Purchase under the heading “Section 11 — Interests of Directors and
Executive Officers; Transactions and Arrangements Concerning the Shares,” and such information is incorporated herein by reference. The business address and business telephone number of each director and executive officer of Armstrong Flooring
are c/o Armstrong Flooring, Inc., 2500 Columbia Avenue, PO Box 3025, Lancaster, Pennsylvania 17604, (717)
672-9611.
Item 4.
Terms of the Transaction.
(a)(1) The material terms of the transaction are incorporated herein by reference from the Offer to Purchase under the headings “Summary
Term Sheet,” “Section 1 — Number of Shares; Purchase Price; Proration,” “Section 2 — Purpose of the Offer; Certain Effects of the Offer,” “Section 3 — Procedures for Tendering Shares,”
“Section 4 — Withdrawal Rights,” “Section 5 — Purchase of Shares and Payment of Purchase Price,” “Section 6 — Conditional Tender of Shares,” “Section 7 — Conditions of the
Offer,” “Section 9 — Source and Amount of Funds,” “Section 10 — Certain Information Concerning the Company,” “Section 11 — Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares,” “Section 14 — U.S. Federal Income Tax Considerations” and “Section 15 — Extension of the Offer; Termination; Amendment.” There will be no material differences in the
rights of security holders as a result of this transaction.
(a)(2) Not applicable.
(b) The details regarding any purchases from an officer, director or affiliate of Armstrong Flooring are incorporated herein by reference from
the Offer to Purchase under the heading “Section 11 — Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares.”
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