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