Press Release
Griffon Corporation Announces Tender Offer
Holders who validly tender (and do not validly withdraw) their Notes
prior to the early tender deadline of
Holders who validly tender (and do not validly withdraw) their Notes
after the Early Tender Deadline, but on or prior to the Expiration Date,
shall receive, subject to the Tender Cap,
Except in certain circumstances, Notes tendered may not be withdrawn after the Early Tender Deadline.
The Tender Offer is subject to a number of conditions that are set forth
in the Offer to Purchase, including, without limitation, the receipt by
Griffon of not less than
The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and related Letter of Transmittal that are being sent to holders of the Notes.
Griffon also issued a conditional notice of redemption to redeem up to
Griffon has engaged
This press release does not constitute an offer to purchase the Notes. The Offer is made solely pursuant to the Offer to Purchase. The Tender 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 Offer to Purchase and related documents carefully before making any decision with respect to the Tender Offer. Holders of Notes must make their own decisions as to whether to tender their Notes. None of Griffon, the Dealer Manager or the Tender Agent and Information Agent makes any recommendations as to whether holders should tender their Notes pursuant to the Tender Offer, 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.
About
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.
Griffon currently conducts its operations through two reportable segments:
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Home & Building Products segment consists of two companies,
The AMES Companies, Inc. (“AMES”) andClopay Building Products Company, Inc. (“CBP”):
AMES, founded in 1774, is the leading North American manufacturer and a global provider of branded consumer and professional tools, landscaping products, and outdoor lifestyle solutions. In 2018, we acquired ClosetMaid, a leader in wood and wire closet organization, general living storage and wire garage storage products for homeowners and professionals.
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 inNorth America . In 2018, we acquired CornellCookson, a leading U.S. manufacturer and marketer of rolling steel door and grille products designed for commercial, industrial, institutional, and retail use.
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Defense Electronics segment consists of
Telephonics Corporation , founded in 1933, a globally recognized leading provider of highly sophisticated intelligence, surveillance and communications solutions for defense, aerospace and commercial customers.
For more information on Griffon and its operating subsidiaries, please see the Company’s website at www.griffon.com.
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, the amount of participation in the Tender Offer,
whether Griffon will be able to complete the Tender Offer and whether
Griffon will consummate the Notes Offering, and other factors detailed
in filings made by Griffon with the
View source version on businesswire.com: https://www.businesswire.com/news/home/20190509005536/en/
Source:
Company:
Brian G. Harris
Chief Financial Officer
Griffon
Corporation
(212) 957-5000
Investor Relations:
Michael
Callahan
Managing Director
ICR Inc.
(203) 682-8311