Griffon Corporation (NYSE: GFF) (“Griffon”) announced today that
it has commenced a cash tender offer (the “Tender Offer”) for up to
$500 million aggregate principal amount (the “Tender Cap”) of 5.25%
Senior Notes due 2022 (CUSIP No. 398433 AH5) (the “Notes”). The
Tender Offer is described in the Offer to Purchase dated May 9,
2019 (the “Offer to Purchase”). The Tender Offer will expire at
11:59 p.m., New York City time, on June 6, 2019 unless extended
(the “Expiration Date”). Griffon expects to fund the Tender Offer
with proceeds from a new senior notes offering (the “Notes
Offering”) and cash on hand.
Holders who validly tender (and do not validly withdraw) their
Notes prior to the early tender deadline of 5:00 p.m., New York
City time, on May 22, 2019, unless extended by Griffon in its sole
discretion (the “Early Tender Deadline”), shall receive, subject to
the Tender Cap, $1,013.13 per $1,000 principal amount of Notes
(which amount includes an early tender consent payment of $20.00
per $1,000 principal amount of Notes), plus any accrued and unpaid
interest on the Notes up to, but not including, the payment date
for such Notes.
Holders who validly tender (and do not validly withdraw) their
Notes after the Early Tender Deadline, but on or prior to the
Expiration Date, shall receive, subject to the Tender Cap, $993.13
per $1,000 principal amount of Notes, plus any accrued and unpaid
interest on the Notes up to, but not including, the payment date
for such Notes. Holders of Notes tendered after the Early Tender
Deadline will not receive an early tender payment.
Except in certain circumstances, Notes tendered may not be
withdrawn after the Early Tender Deadline.
The Tender Offer is subject to a number of conditions that are
set forth in the Offer to Purchase, including, without limitation,
the receipt by Griffon of not less than $500 million in gross
proceeds from the Notes Offering (the “Financing Condition”). There
can be no assurance that the Notes Offering will be consummated or
that any other condition to the Tender Offer will be satisfied.
Griffon reserves the right to waive any of the conditions to the
Tender Offer including, but not limited to, the Financing
Condition.
The complete terms and conditions of the Tender Offer are set
forth in the Offer to Purchase and related Letter of Transmittal
that are being sent to holders of the Notes.
Griffon also issued a conditional notice of redemption to redeem
up to $500 million aggregate principal amount of Notes only if and
to the extent that (a) less than $500 million of the Notes are
repurchased pursuant to the Tender Offer, and (b) Griffon has
completed the Notes Offering on terms satisfactory to Griffon and
the gross proceeds of the Notes Offering are at least $500
million.
Griffon has engaged Deutsche Bank Securities Inc. as Dealer
Manager for the Tender Offer. Persons with questions regarding the
Tender Offer should contact Deutsche Bank Securities Inc. at (212)
250-7527 (Collect) or (855) 287-1922 (Toll Free). Requests for
copies of the Offer to Purchase or other tender offer materials may
be directed to D.F. King & Company, Inc., the Tender Agent and
Information Agent, at (212) 269-5550 (Banks and Brokers) or (800)
330-5136 (All others).
This press release does not constitute an offer to purchase the
Notes. The Offer is made solely pursuant to the Offer to Purchase.
The Tender Offer is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. Holders are urged to read the Offer to Purchase and
related documents carefully before making any decision with respect
to the Tender Offer. Holders of Notes must make their own decisions
as to whether to tender their Notes. None of Griffon, the Dealer
Manager or the Tender Agent and Information Agent makes any
recommendations as to whether holders should tender their Notes
pursuant to the Tender Offer, and no one has been authorized to
make such a recommendation.
This press release does not constitute an offer to sell notes
pursuant to the Notes Offering, nor a solicitation for an offer to
purchase notes pursuant to the Notes Offering. Any offer of notes
pursuant to the Notes Offering will be made only by means of a
private offering memorandum.
Griffon expressly reserves the right, subject to applicable law,
to terminate the Tender Offer.
About Griffon
Corporation
Griffon is a diversified management and holding company that
conducts business through wholly-owned subsidiaries. Griffon
oversees the operations of its subsidiaries, allocates resources
among them and manages their capital structures. Griffon provides
direction and assistance to its subsidiaries in connection with
acquisition and growth opportunities as well as in connection with
divestitures. In order to further diversify, Griffon also seeks
out, evaluates and, when appropriate, will acquire additional
businesses that offer potentially attractive returns on
capital.
Griffon currently conducts its operations through two reportable
segments:
- Home & Building Products segment
consists of two companies, The AMES Companies, Inc. (“AMES”) and
Clopay Building Products Company, Inc. (“CBP”):AMES, founded in
1774, is the leading North American manufacturer and a global
provider of branded consumer and professional tools, landscaping
products, and outdoor lifestyle solutions. In 2018, we acquired
ClosetMaid, a leader in wood and wire closet organization, general
living storage and wire garage storage products for homeowners and
professionals.CBP, since 1964, is a leading manufacturer and
marketer of residential and commercial garage doors and sells to
professional dealers and some of the largest home center retail
chains in North America. In 2018, we acquired CornellCookson, a
leading U.S. manufacturer and marketer of rolling steel door and
grille products designed for commercial, industrial, institutional,
and retail use.
- Defense Electronics segment consists of
Telephonics Corporation, founded in 1933, a globally recognized
leading provider of highly sophisticated intelligence, surveillance
and communications solutions for defense, aerospace and commercial
customers.
For more information on Griffon and its operating subsidiaries,
please see the Company’s website at www.griffon.com.
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, the amount of participation in the
Tender Offer, whether Griffon will be able to complete the Tender
Offer and whether Griffon will consummate the Notes Offering, 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/20190509005536/en/
Company:Brian G. HarrisChief Financial OfficerGriffon
Corporation(212) 957-5000Investor Relations:Michael
CallahanManaging DirectorICR Inc.(203) 682-8311
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