UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure
On February 4, 2020, Griffon Corporation (the “Company”) issued a press release announcing the commencement of an offering through a private placement, subject to market and other conditions, of $800 million in aggregate principal amount of senior notes due 2028 (the “Offering”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Certain Information
Attached as Exhibit 99.2 hereto are selected portions of information from an offering memorandum that the Company expects to disclose to investors in connection with the private placement. There can be no assurance that the placement will be completed as described in the offering memorandum or at all.
The information in Exhibit 99.2 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 8.01. Other Events
On February 4, 2020, the Company issued a press release announcing that it has (i) commenced a cash tender offer (the “Tender Offer”) for up to $800 million aggregate principal amount of 5.25% Senior Notes due 2022 (CUSIP No. 398433 AH5) (the “2022 Notes”) and (ii) issued a conditional notice of redemption to redeem up to $800 million aggregate principal amount of 2022 Notes if and to the extent that less than $800 million of the 2022 Notes are repurchased pursuant to the Tender Offer (the “Redemption”). Both the Tender Offer and Redemption are subject to certain conditions, including that the Company has completed the Offering on terms satisfactory to it and that the gross proceeds of the Offering are at least $800 million. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| 99.1 | Press Release, dated February 4, 2020, regarding the Offering. | ||
| 99.2 |
|
Selected portions of information from an offering memorandum that the Company expects to disclose to investors in connection with its private placement. | |
| 99.3 | Press Release, dated February 4, 2020, regarding the Tender Offer. |
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.
| GRIFFON CORPORATION | ||
| Date: February 4, 2020 | By: | /s/ Seth L. Kaplan |
| Seth L. Kaplan | ||
| Senior Vice President |