Griffon Corporation Announces Tender Offer

NEW YORK–(BUSINESS WIRE)–Griffon Corporation (NYSE: GFF) (“Griffon”) announced today that it has
commenced a cash tender offer (the “Tender Offer”) for up to $500
million aggregate principal amount (the “Tender Cap”) of 5.25% Senior
Notes due 2022 (CUSIP No. 398433 AH5) (the “Notes”). The Tender Offer is
described in the Offer to Purchase dated May 9, 2019 (the “Offer to
Purchase”). The Tender Offer will expire at 11:59 p.m., New York City
time, on June 6, 2019 unless extended (the “Expiration Date”). Griffon
expects to fund the Tender Offer with proceeds from a new senior notes
offering (the “Notes Offering”) and cash on hand.

Holders who validly tender (and do not validly withdraw) their Notes
prior to the early tender deadline of 5:00 p.m., New York City time, on
May 22, 2019, unless extended by Griffon in its sole discretion (the
“Early Tender Deadline”), shall receive, subject to the Tender Cap,
$1,013.13 per $1,000 principal amount of Notes (which amount includes an
early tender consent payment of $20.00 per $1,000 principal amount of
Notes), plus any accrued and unpaid interest on the Notes up to, but not
including, the payment date for such Notes.

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, $993.13 per $1,000 principal
amount of Notes, plus any accrued and unpaid interest on the Notes up
to, but not including, the payment date for such Notes. Holders of Notes
tendered after the Early Tender Deadline will not receive an early
tender payment.

Except in certain circumstances, Notes tendered may not be withdrawn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 $500 million in gross proceeds from the Notes
Offering (the “Financing Condition”). There can be no assurance that the
Notes Offering will be consummated or that any other condition to the
Tender Offer will be satisfied. Griffon reserves the right to waive any
of the conditions to the Tender Offer including, but not limited to, the
Financing Condition.

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
$500 million aggregate principal amount of Notes only if and to the
extent that (a) less than $500 million of the Notes are repurchased
pursuant to the Tender Offer, and (b) Griffon has completed the Notes
Offering on terms satisfactory to Griffon and the gross proceeds of the
Notes Offering are at least $500 million.

Griffon has engaged Deutsche Bank Securities Inc. as Dealer Manager for
the Tender Offer. Persons with questions regarding the Tender Offer
should contact Deutsche Bank Securities Inc. at (212) 250-7527 (Collect)
or (855) 287-1922 (Toll Free). Requests for copies of the Offer to
Purchase or other tender offer materials may be directed to D.F. King &
Company, Inc., the Tender Agent and Information Agent, at (212) 269-5550
(Banks and Brokers) or (800) 330-5136 (All others).

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 Corporation

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

  • Home & Building Products segment consists of two companies, The AMES
    Companies, Inc. (“AMES”) and Clopay Building Products Company, Inc.

    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 in North 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.

  • 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

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 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


Brian G. Harris
Chief Financial Officer
(212) 957-5000

Investor Relations:
Managing Director
ICR Inc.
(203) 682-8311

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