Griffon Corporation Announces Senior Notes Offering
May 09 2019 - 8:35AM
Business Wire
Griffon Corporation (NYSE: GFF) (“Griffon”) today announced that
it intends to commence an offering through a private placement,
subject to market and other conditions, of $500 million in
aggregate principal amount of senior notes due 2027 (the “Notes”).
The Notes will be senior unsecured obligations of Griffon and will
be guaranteed by certain of its domestic subsidiaries.
Griffon intends to use the proceeds from the offering, together
with cash on hand, to (i) repurchase up to $500 million of its
5.25% senior notes due 2022 (the “2022 Notes”) in a tender offer,
(ii) pay certain related fees and expenses, including any
applicable tender premiums, redemption premiums and accrued
interest on the 2022 Notes, and (iii) redeem up to $500 million of
its 2022 Notes to the extent that less than $500 million of such
2022 Notes are repurchased pursuant to the tender offer.
The Notes and related guarantees are being offered in a private
placement, solely to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), or outside the
United States to persons other than “U.S. persons” in compliance
with Regulation S under the Securities Act. The Notes and related
guarantees have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements.
This notice does not constitute an offer to sell the Notes nor
will any such offer be made, or a solicitation for an offer to
purchase the Notes or any other securities, in each case in any
jurisdiction in which such offer or solicitation would be unlawful.
Any offer of the Notes will be made only by means of a private
offering memorandum. This notice does not constitute an offer to
purchase or redeem any of the 2022 Notes. This press release is
being issued pursuant to and in accordance with Rule 135c under the
Securities Act.
Forward-Looking
Statements
This communication contains forward-looking statements that may
state Griffon’s or its management’s intentions, beliefs,
expectations or predictions for the future. Such forward-looking
statements are subject to certain risks, uncertainties and
assumptions, and typically can be identified by the use of words
such as “intend,” “will,” “expect,” “estimate,” “anticipate,”
“forecast,” “plan,” “believe” and similar terms. Although Griffon
believes that its expectations are reasonable, it can give no
assurance that these expectations will prove to have been correct,
and actual results may vary materially. Factors that could cause
actual results to differ materially from those contemplated above
include, among others, risks and uncertainties related to the
capital markets generally, whether Griffon will consummate the
offering of the Notes, the anticipated use of proceeds, and other
factors detailed in filings made by Griffon with the Securities and
Exchange Commission. Investors are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date hereof. Griffon does not undertake to update any of
these statements in light of new information or future events.
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version on businesswire.com: https://www.businesswire.com/news/home/20190509005534/en/
Company:Brian G. HarrisChief Financial OfficerGriffon
Corporation(212) 957-5000Investor Relations:Michael
CallahanManaging DirectorICR Inc.(203) 682-8311
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