UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): March
10, 2008
GRIFFON
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-6620
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11-1893410
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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100
Jericho Quadrangle
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Jericho,
New York
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11753
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(516)
938-5544
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
8.01. Other
Events.
Griffon
Corporation’s wholly-owned subsidiary, Telephonics Corporation (“Telephonics”),
entered into a commitment letter (the “Commitment Letter”), dated March 10,
2008, with J.P. Morgan Securities Inc. (“JPMorgan”) and JPMorgan Chase Bank,
N.A. (“JPMorgan Chase”) for a new $100 million revolving credit facility.
Pursuant to the Commitment Letter, JPMorgan agreed to act as the sole lead
arranger and sole bookrunner of the facility. Griffon Corporation (the
“Company”) anticipates that such transaction will close on or before April 30,
2008. The Commitment Letter is subject to customary conditions. A portion
of the proceeds from this facility, together with internal cash, is expected
to
be used to repay all amounts owing under the Company’s Amended and Restated
Credit Agreement (the “Existing Credit Agreement”), dated December 20, 2006, as
amended, at which time the Existing Credit Agreement will be terminated.
The
Company obtained a waiver of
compliance with certain financial covenants contained in the Existing Credit
Agreement from
the
required lenders through April 30, 2008, as more fully set forth in the waiver
filed as Exhibit 10.1 hereto and incorporated herein by reference.
The
Company also is in discussions with various lenders in connection with a
possible senior secured credit facility for Clopay Corporation, a wholly-owned
subsidiary of the Company, of approximately $200 million. It is intended that
this facility would be in addition to the proposed credit facility for
Telephonics.
On
March
14, 2008, the Company issued a press release disclosing the foregoing, a copy
of
which is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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10.1.
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Waiver,
dated as of March 14, 2008, to the Amended and Restated Credit Agreement,
dated December 20, 2006, among Griffon Corporation, Telephonics
Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A.,
as
administrative agent (as amended by Amendment No. 1 thereto, dated
as of
December 31, 2007).
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99.1
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Press
Release dated March 14, 2008.
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2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GRIFFON
CORPORATION
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By:
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/s/
Patrick L. Alesia
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Patrick
L. Alesia
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Vice
President,
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Chief
Financial Officer,
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Treasurer
and Secretary
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Date:
March 14, 2008
3
Exhibit
Index
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10.1.
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Waiver,
dated as of March 14, 2008, to the Amended and Restated Credit Agreement,
dated December 20, 2006, among Griffon Corporation, Telephonics
Corporation, the Lenders party thereto and JPMorgan Chase Bank, N.A.,
as
administrative agent (as amended by Amendment No. 1 thereto, dated
as of
December 31, 2007).
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99.1
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Press
Release dated March 14, 2008.
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Execution
Copy
WAIVER
WAIVER,
dated as of March 14, 2008 (this “Waiver”),
to
the Credit Agreement referred to below, among Griffon Corporation (the
“Company”),
Telephonics Corporation (the “Subsidiary
Borrower”
and,
together with the Company, collectively, the “Borrowers”),
each
of the Lenders identified under the caption “LENDERS” on the signature pages
hereto and JPMorgan Chase Bank, N.A. (“JPMCB”),
as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent”).
The
Borrowers, the Lenders party thereto (individually, a “Lender”
and,
collectively, the “Lenders”)
and
the Administrative Agent are parties to an Amended and Restated Credit Agreement
dated as of December 20, 2006 (as amended by Amendment No. 1 thereto, dated
as
of December 31, 2007, the “Credit Agreement”).
The
Borrowers and the Lenders wish to waive certain provisions of the Credit
Agreement, and accordingly, the parties hereto hereby agree as
follows:
Section
1. Definitions.
Capitalized terms used in this Waiver and not otherwise defined herein are
used
herein as defined in the Credit Agreement.
Section
2. Waiver.
Subject
to the terms and conditions set forth herein, the Lenders hereby waive, until
April 30, 2008, any Default or Event of Default which may arise under paragraph
(d) of Article VIII of the Credit Agreement as a result of a breach by the
Company of Section 7.11 (a) or Section 7.11(b) of the Credit Agreement for
the
period of four consecutive fiscal quarters of the Company ending on March 31,
2008.
Section
3. Terms.
The waiver granted herein is limited strictly to its terms, shall apply only
to
the sections of the Credit Agreement described above and with respect to the
period specified herein, and shall not extend to or affect any of the Borrowers’
other obligations contained in the Credit Agreement or any other Loan Document
or to any periods other than the period specified herein. The Lenders shall
have
no further obligation to issue any additional waiver.
Section
4. Representations
and Warranties.
Each
Borrower represents and warrants (as to itself and each of its Subsidiaries)
to
the Administrative Agent and Lenders that (a) the representations and warranties
of the Borrowers set forth in the Credit Agreement and of each Loan Party in
each of the other Loan Documents to which it is a party, are true and correct
in
all material respects on and as of the date hereof (or, if any such
representation or warranty is expressly stated to have been made as of a
specific date, as of such specific date) and (b) after giving effect to this
Waiver, no Default shall have occurred and be continuing under the Credit
Agreement.
Section
5. Conditions
Precedent to Effectiveness.
The
waiver set forth in Section 2 hereof shall become effective, as of the date
hereof, upon receipt by the Administrative Agent of one or more counterparts
of
this Waiver executed by each Borrower and the Required Lenders.
Section
6. Confirmation
of Security Documents.
The
Company, by its execution and delivery of this Waiver, hereby confirms and
ratifies that all of its obligations under the Pledge Agreement and the grant
of
the security interests thereunder shall continue in full force and effect for
the benefit of the Administrative Agent and the Lenders with respect to the
Credit Agreement.
Section
7. Expenses.
The Borrowers agree to reimburse the Administrative Agent for out-of-pocket
expenses in connection with this Waiver, including the reasonable fees, charges
and disbursements of Simpson Thacher & Bartlett LLP, counsel for the
Administrative Agent.
Section
8. Counterparts.
This Waiver may be executed in any number of counterparts, all of which taken
together shall constitute one and the same agreement and any of the parties
hereto may execute this Waiver by signing any such counterpart.
Section
9. Governing
Law. This Waiver shall be governed by, and construed in accordance with, the
law
of the State of New York.
Section
10. Miscellaneous.
Except
as expressly set forth herein, this Waiver shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Administrative Agent, the Lenders or the Borrowers under the
Credit Agreement or any other Loan Document, and shall not alter, modify, amend
or in any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, all
of
which are ratified and affirmed in all respects and shall continue in full
force
and effect. After the date this Waiver becomes effective, any reference to
the
Credit Agreement shall mean the Credit Agreement as modified hereby. This Waiver
shall constitute a “Loan Document” for all purposes of the Credit Agreement and
the other Loan Documents.
[remainder
of page intentionally left blank]
WITNESS
WHEREOF, the parties hereto have caused this Waiver to be duly executed and
delivered as of the day
and year
first above written.
| GRIFFON CORPORATION | ||
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| By: | /s/ Patrick L. Alesia | |
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Name: Patrick L. Alesia |
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| Title: Chief Financial Officer | ||
| TELEPHONICS CORPORATION | ||
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| By: | /s/ Donald C. Pastor | |
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Name: Donald C. Pastor |
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| Title: Ex. V.P. Operations & CFO | ||
Signature
Page
LENDERS
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JPMORGAN
CHASE BANK, N.A.,
individually
and as Administrative Agent
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| By: | /s/ Tara Lynn Moore | |
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Name: Tara Lynn Moore |
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| Title: Vice President | ||
| BANK OF AMERICA, N.A. | ||
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| By: | /s/ Steven J. Melicharek | |
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Name: Steven J. Melicharek |
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| Title:Senior Vice President | ||
| HSBC BANK USA, NATIONAL ASSOCIATION | ||
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| By: | /s/ Christopher J. Mendelsohn | |
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Name: Christopher J. Mendelsohn |
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| Title: First Vice President | ||
| U.S. BANK NATIONAL ASSOCIATION | ||
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| By: | /s/ Patrick McGraw | |
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Name: Patrick McGraw |
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| Title: Vice President | ||
| MANUFACTURERS AND TRADERS TRUST COMPANY | ||
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| By: | /s/ Brian Stone | |
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Name: Brian Stone |
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| Title: Administrative Vice President | ||
Signature
Page
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CAPITAL
ONE, N.A.
Successor by merger to North Fork
Bank
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| By: | /s/ Enrico Panno | |
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Name: Enrico Panno
Title: Vice
President
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Signature
Page
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Contact:
Patrick L. Alesia
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Vice
President, Chief Financial Officer, Treasurer and Secretary
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(516)
938-5544
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FOR
IMMEDIATE RELEASE
Griffon
Corporation Obtains Commitment Letter and Waiver
Jericho,
New York, March 14, 2008 - Griffon
Corporation (NYSE:GFF) today announced that its wholly-owned subsidiary,
Telephonics Corporation, entered into a commitment letter with J.P. Morgan
Securities Inc. and JPMorgan Chase Bank, N.A. for a new $100 million revolving
credit facility. JPMorgan has agreed to act as the sole lead arranger and sole
bookrunner of the facility. Griffon Corporation anticipates that such
transaction will close on or before April 30, 2008. The commitment letter is
subject to customary conditions. A portion of the proceeds from this new
facility, together with internal cash, is expected to be used to repay all
amounts owing under Griffon’s existing credit facility, at which time its
existing credit facility will be terminated.
The
Company obtained a waiver of compliance with certain financial covenants
contained in its existing credit facility from the lenders through April 30,
2008.
The
Company also is in discussions with various lenders in connection with a
possible senior secured credit facility for Clopay Corporation, a wholly-owned
subsidiary of the Company, of approximately $200 million. It is intended that
this facility would be in addition to the proposed credit facility for
Telephonics.
Griffon
Corporation—
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∙
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is
a leading manufacturer and marketer of residential, commercial and
industrial garage doors sold to professional installing dealers and
major
home center retail chains;
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∙
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installs
and services specialty building products and systems, primarily garage
doors, openers, fireplaces and cabinets, for new construction markets
through a substantial network of operations located throughout the
country;
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∙
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is
an international leader in the development and production of embossed
and
laminated specialty plastic films used in the baby diaper, feminine
napkin, adult incontinent, surgical and patient care markets.
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∙
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develops
and manufactures information and communication systems for government
and
commercial markets worldwide.
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###
"Safe
Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
All statements other than statements of historical fact included in this
release, including without limitation statements regarding the company's
financial position, business strategy and the plans and objectives of the
company's management for future operations, are forward-looking statements.
When
used in this release, words such as "anticipate", "believe", "estimate",
"expect", "intend", and similar expressions, as they relate to the company
or
its management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of the company's management, as well as
assumptions made by and information currently available to the company's
management. Actual results could differ materially from those contemplated
by
the forward-looking statements as a result of certain factors, including but
not
limited to, business and economic conditions, including, but not limited to,
the
housing market, results of integrating acquired businesses into existing
operations, competitive factors and pricing pressures for resin and steel and
capacity and supply constraints. Such statements reflect the views of the
company with respect to future events and are subject to these and other risks,
uncertainties and assumptions relating to the operations, results of operations,
growth strategy and liquidity of the company as previously disclosed in the
company's Annual Report on Form 10-K for the year ended September 30, 2007
in
response to Item 1A to Part I of Form 10-K. Readers are cautioned not to place
undue reliance on these forward-looking statements. The company does not
undertake to release publicly any revisions to these forward-looking statements
to reflect future events or circumstances or to reflect the occurrence of
unanticipated events.