NEW YORK--(BUSINESS WIRE)--Sep. 27, 2017--
Griffon Corporation (NYSE: GFF) (“Griffon”) today announced the pricing
of $275 million aggregate principal amount of its 5.25% senior notes due
2022, (the “New Notes”), at a price equal to 101% of face value, plus
accrued interest from September 1, 2017. The size of the offering was
increased to $275 million from the previously announced $200 million.
The New Notes will be issued under the same indenture pursuant to which
Griffon previously issued $725 million in aggregate principal amount of
its 5.25% Senior Notes due 2022 (the “Existing Notes”). The New Notes
offered by Griffon will have identical terms to the Existing Notes other
than the issue date, the issue price and the first interest payment
date. The New Notes will be treated as a single class of notes with the
Existing Notes for all purposes under the Indenture but will not be
fungible with or have the same CUSIP and ISIN numbers as the Existing
Notes unless and until such time as the New Notes are exchanged for
additional Existing Notes pursuant to the terms of a registration rights
agreement. The New Notes will be senior unsecured obligations of Griffon
and will be guaranteed by certain of its domestic subsidiaries. The sale
of the New Notes is expected to be consummated on October 2, 2017,
subject to the satisfaction of customary closing conditions.
Griffon intends to use the proceeds of the offering to finance its
previously announced acquisition from Emerson (NYSE: EMR) of certain
entities and assets of its ClosetMaid business (the “ClosetMaid
Acquisition”), and for the payment of related fees and expenses. Griffon
intends to use any remaining proceeds for general corporate purposes
(including, without limitation, to temporarily repay borrowings under
its revolving credit facility). The offering of the New Notes is not
contingent on the completion of the ClosetMaid Acquisition. In the event
that the ClosetMaid Acquisition is not completed, the proceeds of the
offering of the New Notes will be used for general corporate purposes,
including, without limitation, to temporarily repay borrowings under
Griffon’s revolving credit facility.
The New Notes and related guarantees are being offered in a private
placement, solely to 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 New 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 therefrom.
This notice does not constitute an offer to sell the New Notes, nor a
solicitation for an offer to purchase the New Notes, in any jurisdiction
in which such offer or solicitation would be unlawful. Any offer to sell
the New Notes will be made only by means of a private offering
memorandum. 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
New Notes or complete the ClosetMaid Acquisition, 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170927006309/en/
Source: Griffon Corporation
Company:
Griffon Corporation
Brian G. Harris, SVP & Chief
Financial Officer, (212) 957-5000
or
Investor Relations:
ICR
Inc.
Michael Callahan, Senior Vice President, (203) 682-8311