Griffon unit wraps tender offers for Ames True Temper notes due 2012, calls remainder

By Susanna Moon

Chicago, Oct. 1 - Griffon Corp. said its subsidiary, Clopay Acquisition Corp., completed its tender offers for Ames True Temper, Inc.'s $150 million of senior floating-rate notes due 2012 and $150 million of 10% senior subordinated notes due 2012 at midnight ET on Sept. 30.

Investors tendered $140.99 million principal amount of the floaters and $40,635,000 principal amount of the 10% notes.

Ames will redeem any notes outstanding after the end of the offers at par plus accrued interest to Nov. 1, the redemption date.

Clopay also solicited consents to proposed amendments to the note indentures that would eliminate substantially all of the restrictive covenants and some affirmative covenants, eliminate or modify some events of default and some conditions to defeasance and eliminate substantially all of the restrictions on the ability of Ames and some of its subsidiaries to merge, consolidate or sell all or substantially all of their properties or assets. They would also waive any defaults resulting from the acquisition of Ames by Griffon.

For each $1,000 principal amount, Clopay offered $1,001.00 for the floaters and $1,002.50 for the 10% notes. These payments include a consent payment of $30.00 per note tendered by midnight ET on Aug. 30.

The company also paid accrued interest.

The tender offers and consent solicitations began Aug. 3 and were subject to some conditions that included completion of Clopay's acquisition of the capital stock of Chatt Holdings, Inc., the indirect parent of Ames, and the receipt by Clopay of proceeds from one or more financings generating enough proceeds to repurchase the notes tendered.

Goldman, Sachs & Co. (800 828-3182 or 212 902-5183) is the dealer manager and solicitation agent. D.F. King & Co., Inc. (212 269-5550 for banks and brokers, others call 800 628-8532) is the information agent and depositary.

Ames True Temper is a Camp Hill, Pa.-based manufacturer of outdoor work products.

New York-based Griffon is a management and holding company that conducts business through its subsidiaries.

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