UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On February 4, 2020, Griffon Corporation (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to issue and sell to the several initial purchasers named therein (the “Initial Purchasers”) $850 million aggregate principal amount of the Company’s 5.75% senior notes due 2028 (the “Notes”). The Purchase Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. A copy of the Purchase Agreement is filed herewith as Exhibit 99.1. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.
Item 8.01. Other Events
On February 4, 2020, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
On February 4, 2020, the Company also issued a press release announcing (i) that it is increasing the maximum amount that may be purchased pursuant to its offer (the “Tender Offer”), announced earlier that day, to purchase its outstanding 5.25% Senior Notes due 2022 (CUSIP No. 398433 AH5) (the “2022 Notes”) from $800 million aggregate principal amount to $850 million aggregate principal amount, and (ii) that it intends to increase the maximum amount of 2022 Notes that may be redeemed pursuant to its conditional notice of redemption (the “Redemption”), as announced earlier that day, from $800 million aggregate principal amount to $850 million aggregate principal amount. All other terms of the Tender Offer and the Redemption, as previously announced, remain unchanged. 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
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 5, 2020 | By: | /s/ Seth L. Kaplan |
| Seth L. Kaplan | ||
| Senior Vice President, General Counsel and Secretary |