Griffon Corporation Announces Tender Offer and Consent Solicitation
Holders who validly tender their Notes and provide their consents to the
proposed amendments to the indenture governing the Notes prior to the
consent payment deadline of 5:00 p.m.,
Holders who validly tender their Notes after the Consent Date, but on or
prior to the Expiration Date, shall receive
The tender of Notes before the Consent Date pursuant to the Tender Offer will be deemed to constitute the delivery of a consent with respect to the Notes tendered. Holders of Notes may not deliver consents without tendering their Notes. Following receipt of the consent of the holders of at least a majority in aggregate principal amount of the Notes and Griffon’s acceptance for payment of such Notes, Griffon will execute the supplemental indenture effecting the proposed amendments. Except in certain circumstances, Notes tendered and consents delivered may not be withdrawn after the date on which the Minimum Consents Condition (as defined below) has been satisfied. If the Minimum Consents Condition is met at the Consent Date, Notes tendered after the Consent Date but before the Expiration Date may not be withdrawn.
The Offer is subject to a number of conditions that are set forth in the
Statement, including, without limitation, (i) the receipt of the consent
of the holders of at least a majority in aggregate principal amount of
the Notes (the “Minimum Consents Condition”) and (ii) the receipt by
Griffon of not less than
The complete terms and conditions of the Offer are set forth in the Statement and related Letter of Transmittal and Consent that are being sent to holders of the Notes.
Griffon has engaged
This press release does not constitute an offer to purchase the Notes or a solicitation of consents to amend the related indenture. The Offer is made solely pursuant to the Statement. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Holders are urged to read the Statement and related documents carefully before making any decision with respect to the Offer. Holders of Notes must make their own decisions as to whether to tender their Notes and provide the related consents. None of Griffon, the Dealer Manager and Solicitation Agent or the Tender Agent and Information Agent makes any recommendations as to whether holders should tender their Notes pursuant to the Offer or provide the related consents, and no one has been authorized to make such a recommendation.
This press release does not constitute an offer to sell notes pursuant to the Notes Offering, nor a solicitation for an offer to purchase notes pursuant to the Notes Offering. Any offer of notes pursuant to the Notes Offering will be made only by means of a private offering memorandum.
Griffon expressly reserves the right, subject to applicable law, to terminate the Tender Offer and Consent Solicitation.
Griffon currently conducts its operations through Ames True Temper
(“ATT”), Clopay Building Products (“CBP”),
- Home & Building Products is a leading manufacturer and marketer of residential, commercial and industrial garage doors to professional installing dealers and major home center retail chains, as well as a global provider of non-powered landscaping products that make work easier for homeowners and professionals.
- Telephonics designs, develops and manufactures high-technology, integrated information, communication and sensor system solutions for use in military and commercial markets worldwide.
- Plastics is an international leader in the development and production of embossed, laminated and printed specialty plastic films used in a variety of hygienic, health-care and industrial applications.
For more information on Griffon and its operating subsidiaries, please see Griffon’s website at www.griffoncorp.com.
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 “intends,” “will,” “expects,” “estimates,” “anticipates,” “forecasts,” “plans,” “believes” 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, the amount of participation in the Tender Offer and Consent Solicitation, whether Griffon will be able to complete the Tender Offer and Consent Solicitation and whether Griffon will consummate the Notes Offering. 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.
Douglas J. Wetmore, 212-957-5000
Chief Financial Officer
712 Fifth Avenue, 18th Floor
New York, NY 10019
Anthony Gerstein, 646-277-1242
Senior Vice President