NEW YORK--(BUSINESS WIRE)--Jun. 14, 2018--
Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF) announced
today the pricing of an underwritten secondary offering of 4,855,109
shares of its common stock offered by GS Direct, L.L.C. (“GS Direct”),
an affiliate of The Goldman Sachs Group, Inc. at a public offering price
of $18.00 per share. In addition, GS Direct has granted the underwriters
a 30-day option to purchase up to an additional 728,266 shares of its
common stock, equal to up to 15% of the total amount of shares of common
stock sold by GS Direct in the offering.
Griffon had initially proposed to offer 2,500,000 primary shares of its
common stock and GS Direct had proposed to offer 5,583,375 shares of
Griffon’s common stock, in each case subject to market conditions.
Griffon determined not to sell primary shares in the offering, based on
the public offering price, and withdrew the shares of common stock to be
offered by the Company from the offering, including the offering of
shares necessary to cover the 30-day underwriters’ option to purchase
additional shares from Griffon. As a result of the withdrawal of shares
by Griffon necessary to cover the underwriters’ 30-day option, GS Direct
reduced the amount of shares offered from 5,583,375 to 4,855,109 shares
of common stock and has granted the underwriters a 30-day option to
purchase up to 728,266 additional shares of common stock (representing
15% of the aggregate amount of the reduced number of shares of common
stock offered by GS Direct pursuant to this offering). If the option is
exercised in full, GS Direct will no longer own any shares of Griffon.
Griffon will not receive any proceeds from the sale of common stock in
this offering. The offering is expected to close on June 19, 2018,
subject to the satisfaction of customary closing conditions.
J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as
joint book-running managers and representatives of the underwriters for
this offering. Robert W. Baird & Co. Incorporated, Deutsche Bank
Securities Inc. and Wells Fargo Securities, LLC are also acting as
additional joint book-running managers for this offering.
This offering is being made pursuant to an effective shelf registration
statement on Form S-3 previously filed with the Securities and Exchange
Commission (the “SEC”) on May 7, 2018. Before you invest, you should
read the prospectus supplement filed on June 11, 2018 with the SEC, the
issuer free writing prospectus filed on June 14, 2018 with the SEC, the
accompanying prospectus and the other documents Griffon has filed or
will file with the SEC for more complete information about Griffon and
this offering. The offering of these shares may be made only by means of
a prospectus supplement, the issuer free writing prospectus and the
accompanying prospectus, copies of which may be obtained by contacting:
J.P. Morgan Securities LLC, c/o J.P. Morgan Securities LLC, Attention:
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY
11717, or by telephone, at (866) 803-9204; or Goldman Sachs & Co. LLC,
c/o Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West
Street, New York, NY 10282, or by telephone, at (866) 471-2526, or by
email, at prospectus-ny@ny.email.gs.com.
Alternatively, electronic copies of the prospectus supplement and
accompanying prospectus and free writing prospectus are also available
free of charge on the SEC’s website at http://www.sec.gov.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any
sale of these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward-looking Statements
“Safe Harbor” Statements under the Private Securities Litigation Reform
Act of 1995: All statements related to, among other things, income
(loss), earnings, cash flows, revenue, changes in operations, operating
improvements, industries in which Griffon operates and the United States
and global economies that are not historical are hereby identified as
“forward-looking statements” and may be indicated by words or phrases
such as “anticipates,” “supports,” “plans,” “projects,” “expects,”
“believes,” “should,” “would,” “could,” “hope,” “forecast,” “management
is of the opinion,” “may,” “will,” “estimates,” “intends,” “explores,”
“opportunities,” the negative of these expressions, use of the future
tense and similar words or phrases. Such forward-looking statements are
subject to inherent risks and uncertainties that could cause actual
results to differ materially from those expressed in any forward-looking
statements. These risks and uncertainties include, among others: current
economic conditions and uncertainties in the housing, credit and capital
markets; Griffon's ability to achieve expected savings from cost
control, integration and disposal initiatives; the ability to identify
and successfully consummate and integrate value-adding acquisition
opportunities; increasing competition and pricing pressures in the
markets served by Griffon’s operating companies; the ability of
Griffon’s operating companies to expand into new geographic and product
markets, and to anticipate and meet customer demands for new products
and product enhancements and innovations; reduced military spending by
the government on projects for which Griffon’s Telephonics Corporation
supplies products, including as a result of defense budget cuts and
other government actions; the ability of the federal government to fund
and conduct its operations; increases in the cost of raw materials such
as resin, wood and steel; changes in customer demand or loss of a
material customer at one of Griffon's operating companies; the potential
impact of seasonal variations and uncertain weather patterns on certain
of Griffon’s businesses; political events that could impact the
worldwide economy; a downgrade in Griffon’s credit ratings; changes in
international economic conditions including interest rate and currency
exchange fluctuations; the reliance by certain of Griffon’s businesses
on particular third party suppliers and manufacturers to meet customer
demands; the relative mix of products and services offered by Griffon’s
businesses, which could impact margins and operating efficiencies;
short-term capacity constraints or prolonged excess capacity; unforeseen
developments in contingencies, such as litigation and environmental
matters; unfavorable results of government agency contract audits of
Telephonics Corporation; Griffon’s ability to adequately protect and
maintain the validity of patent and other intellectual property rights;
the cyclical nature of the businesses of certain Griffon’s operating
companies; and possible terrorist threats and actions and their impact
on the global economy. Such statements reflect the views of Griffon with
respect to future events and are subject to these and other risks, as
previously disclosed in Griffon’s Securities and Exchange Commission
filings. Readers are cautioned not to place undue reliance on these
forward-looking statements. These forward-looking statements speak only
as of the date made. Griffon undertakes no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
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.
Headquartered in New York, N.Y., Griffon was founded in 1959 and is
incorporated in Delaware. Griffon is listed on the New York Stock
Exchange and trades under the symbol GFF.
Griffon currently conducts its operations through two reportable
segments:
Home & Building Products. This segment consists of three
companies, The AMES Companies, Inc. (“AMES”),
ClosetMaid LLC (“ClosetMaid”), and Clopay
Building Products Company, Inc. (“CBP”):
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AMES, founded in 1774, is the leading U.S. manufacturer and a global
provider of long-handled tools and landscaping products for homeowners
and professionals.
-
ClosetMaid, founded in 1965, is a leading North American manufacturer
and marketer of closet organization, home storage, and garage storage
products, and sells to some of the largest home center retail chains,
mass merchandisers, and direct-to-builder professional installers.
-
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 and, under
the CornellCookson brand, is a leading U.S. manufacturer and marketer
of rolling steel door and grille products designed for commercial,
industrial, institutional, and retail use.
Defense Electronics.Telephonics Corporation, founded in 1933, is
recognized globally as a leading provider of highly sophisticated
intelligence, surveillance and communications solutions for defense,
aerospace and commercial customers.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180614006327/en/
Source: Griffon Corporation
Griffon Corporation
Brian G. Harris, 212-957-5000
SVP & Chief
Financial Officer
or
Investor Relations:
ICR
Inc.
Michael Callahan, 203-682-8311
Senior Vice President