Griffon settles early tenders for 77.8% of 7 1/8% notes due 2018

By Jennifer Chiou

New York, Feb. 27 - Griffon Corp. said it used proceeds from the placement of $600 million of 5¼% senior notes due 2022 to fund the early settlement of notes in its previously announced cash tender offer and consent solicitation for its $550 million principal amount of 7 1/8% senior notes due 2018.

The company purchased $427,665,000, or 77.8%, of the 7 1/8% notes at a total price of $1,058.44 per $1,000 principal amount of notes.

The total payment includes an early tender consent payment of $7.50 per $1,000 principal amount.

The company also will pay accrued interest up to but excluding the payment date.

Those tenders were received by 5 p.m. ET on Feb. 26, the consent date.

As reported, Griffon also is soliciting consents to eliminate substantially all of the restrictive covenants and events of default and related provisions, which requires consents from holders of at least a majority of the notes.

The company said it executed a supplemental indenture after receiving the needed consents.

In addition, Griffon said it will use additional notes proceeds to redeem any remaining 7 1/8% notes at a redemption price of 105.344 plus accrued interest to April 1, the redemption date.

Holders who tender their notes after the consent date will receive $1,050.94 per $1,000 of notes.

The offer will end at 11:59 p.m. ET on March 12.

The offer will also be funded with cash on hand, according to a previous company press release.

Holders who tender their notes will be deemed to deliver their consents, and they may not deliver consents without tendering their notes.

Tendered notes may not be withdrawn after the date on which the minimum consents condition has been satisfied.

The offer is conditioned on obtaining consents from holders of at least a majority of the notes and the completion of a $550 million notes offering.

Deutsche Bank Securities Inc. (212 250-7527 collect or 855 287-1922) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (888 869-7406) is the tender agent and information agent.

Griffon is a New York-based management and holding company that conducts its business through three segments: home and building products, telephonics and plastics. It launched the offer on Feb. 12.

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