Griffon Corporation Announces Closing of $275 Million Add-On Offering of Senior Notes
NEW YORK–(BUSINESS WIRE)–Griffon Corporation (NYSE:GFF) (“Griffon”) today announced the closing
of its previously announced add-on offering of $275 million aggregate
principal amount of 5.25% senior notes due 2022 (the “New Notes”) in an
unregistered offering through a private placement. The New Notes were
issued under the same indenture (the “Indenture”) pursuant to which
Griffon previously issued $725,000,000 in aggregate principal amount of
its 5.25% Senior Notes due 2022 (the “Existing Notes”). The New Notes
offered by Griffon 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 are senior unsecured obligations of Griffon and are
guaranteed by certain of its domestic subsidiaries. The New Notes and
related guarantees were 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 from
the registration requirements thereunder.
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).
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.
Contacts
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
