EX-99.2
4
c89450_ex99-2.htm
EXHIBIT 99.2
Griffon Corporation Announces Closing
of $275 Million
Add-On Offering of Senior Notes
NEW YORK, NY - October 2, 2017
- 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.
Company Contact:
Investor Relations Contact:
Brian G. Harris
Michael Callahan
SVP & Chief Financial Officer
Senior Vice President
Griffon Corporation
ICR Inc.
(212) 957-5000
(203) 682-8311

EX - 99 . 2 4 c89450 _ ex99 - 2 . htm EXHIBIT 99 . 2 Griffon Corporation Announces Closing of $ 275 Million Add - On Offering of Senior Notes NEW YORK , NY - October 2 , 2017 - 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 . Company Contact : Investor Relations Contact : Brian G . Harris Michael Callahan SVP & Chief Financial Officer Senior Vice President Griffon Corporation ICR Inc . ( 212 ) 957 - 5000 ( 203 ) 682 - 8311