NEW YORK–(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.
Contacts
Company:
Brian G. Harris
Chief Financial Officer
Griffon
Corporation
(212) 957-5000
Investor Relations:
Michael
Callahan
Managing Director
ICR Inc.
(203) 682-8311
