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Griffon Corp – ‘8-K’ for 2/4/20

On:  Wednesday, 2/5/20, at 9:18am ET   ·   For:  2/4/20   ·   Accession #:  930413-20-206   ·   File #:  1-06620

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/05/20  Griffon Corp                      8-K:1,8,9   2/04/20   14:423K                                   Command Financial

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     25K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML    171K 
 3: EX-99.2     Miscellaneous Exhibit                               HTML     13K 
 4: EX-99.3     Miscellaneous Exhibit                               HTML     19K 
12: R1          Document And Entity Information                     HTML     49K 
11: XML         IDEA XML File -- Filing Summary                      XML     13K 
 9: XML         XBRL Instance -- c95144_8k-ixbrl_htm                 XML     13K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 5: EX-101.DEF  XBRL Definitions -- gff-20200204_def                 XML     34K 
 6: EX-101.LAB  XBRL Labels -- gff-20200204_lab                      XML     66K 
 7: EX-101.PRE  XBRL Presentations -- gff-20200204_pre               XML     33K 
 8: EX-101.SCH  XBRL Schema -- gff-20200204                          XSD     13K 
13: JSON        XBRL Instance as JSON Data -- MetaLinks               13±    20K 
14: ZIP         XBRL Zipped Folder -- 0000930413-20-000206-xbrl      Zip     48K 


‘8-K’   —   Current Report


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 iX:   C:   C: 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form  i 8-K  


 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  i February 4, 2020 


 

 i GRIFFON CORPORATION

(Exact name of registrant as specified in its charter)


 

 

Commission File Number:  i 1-06620

 
     
 i Delaware    i 11-1893410
(State or other jurisdiction 
of incorporation)
  (IRS Employer 
Identification No.)

 

 i 712 Fifth Avenue,  i 18th Floor
 i New York,  i New York  i 10019
(Address of principal executive offices, including zip code)

 

( i 212)  i 957-5000
(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)


 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
   
 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
 i Common Stock, $0.25 par value per share  i GFF  i New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 


 


 

 

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

 

  (d) Exhibits.
     
  99.1 Purchase Agreement, dated as of February 4, 2020, by and among Griffon Corporation, the Guarantors named therein and BofA Securities, Inc., as Representative of the several Initial Purchasers named therein.
     
  99.2 Press Release, dated February 4, 2020, regarding the Pricing of the Notes.
     
  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 5, 2020 By: /s/ Seth L. Kaplan
    Seth L. Kaplan
    Senior Vice President, General Counsel and Secretary

 


 i false  i 0000050725 0000050725 2020-02-04 2020-02-04

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:2/5/20
For Period end:2/4/208-K,  SC 13G/A
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