GRIFFON CORPORATION (NYSE:GFF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

On September 27, 2017, Griffon Corporation (the “Company”) and its subsidiary guarantors named therein entered into a Purchase Agreement (the “Purchase Agreement”) to which the Company agreed to issue and sell to the several initial purchasers named therein (the “Initial Purchasers”) $275 million aggregate principal amount of the Company’s 5.25% senior notes due 2022 (the “New Notes”) in an add-on offering. The New Notes will be issued under the same indenture dated as of February 27, 2014 by and among Griffon, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, to which the Company previously issued $725,000,000 in aggregate principal amount of its 5.25% Senior Notes due 2022. The offering of the New Notes is being made through a private placement to qualified institutional buyers to Rule 144A under the Securities Act of 1933, as amended (the “Act”) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act.

The Purchase Agreement includes the terms and conditions of the offer and sale of the New 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.

On September 27, 2017, the Company issued a press release announcing the pricing of the New Notes. A copy of the press release is attached hereto as Exhibit99.2 and is incorporated herein by reference.

GRIFFON CORP Exhibit
EX-99.1 2 c89425_ex99-1.htm EXHIBIT 99.1   Execution Version   Griffon Corporation   $275,…
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About GRIFFON CORPORATION (NYSE:GFF)

Griffon Corporation is a management and holding company that conducts business through its subsidiaries. The Company operates through three segments: Home & Building Products (HBP), Telephonics Corporation (Telephonics) and Clopay Plastic Products Company, Inc. (PPC). The HBP segment consists of two companies: The AMES Companies, Inc. (AMES) and Clopay Building Products Company, Inc. (CBP). AMES is a provider of non-powered landscaping products for homeowners and professionals. CBP is a manufacturer and marketer of residential, commercial and industrial garage doors to professional dealers and home center retail chains. The Telephonics segment designs, develops and manufactures integrated information, communication and sensor system solutions for military and commercial markets across the world. The PPC segment is engaged in the development and production of embossed, laminated and printed specialty plastic films used in a range of hygienic, healthcare and industrial applications.