2008-09-30 07:00:00
Griffon Corporation Announces Successful Consummation of Rights Offering and Investment by Goldman Sachs
Company Receives Over $240 Million in Gross Proceeds
JERICHO, N.Y., Sept. 30 /PRNewswire/ -- Griffon Corporation
(NYSE: GFF) today announced the receipt of over $240 million of gross
proceeds at the first closing of its rights offering and the closing of the
related investments by GS Direct, L.L.C. (an affiliate of Goldman Sachs),
and by Ronald Kramer, Griffon's Chief Executive Officer. The Company
intends to use the proceeds for general corporate purposes and to fund
future growth.
On September 29, 2008, Griffon issued an aggregate of 28,393,323 shares
for $8.50 per share. An additional approximately 1.1 million shares were
subscribed for in the rights offering pursuant to notices of guaranteed
delivery provided by financial institutions that have not yet been covered
by delivery of the required documentation to the Company. The institutions
have expressed a desire to fulfill these commitments, and the Company
intends to attempt to assist these institutions to do so. The Company
intends to announce the proceeds that are received in connection with such
guaranteed delivery subscriptions upon the closing of those transactions.
"We are pleased that Griffon has been able to strengthen its equity
capital base through the support of our shareholders, the investors who
subscribed for shares through the rights offering and the support of
Goldman Sachs, one of America's pre-eminent financial institutions. We are
well positioned to grow," said Ron Kramer, Griffon's Chief Executive
Officer.
"As previously disclosed, in conjunction with the closing of the
investment by GS Direct, Mr. Gerry Cardinale and Mr. Brad Gross, Managing
Directors of Goldman Sachs, have joined our Board," said Harvey R. Blau,
Griffon's Chairman of the Board.
The Company also announced the retirement, effective September 29,
2008, of Lieutenant General Gordon E. Fornell and Lieutenant General James
W. Stansberry. "We thank both General Fornell and General Stansberry for
their valuable service to the Company," said Mr. Blau.
Lazard Capital Markets LLC acted as dealer manager for the rights
offering. Lazard Freres & Co. LLC acted as financial advisor and Dechert
LLP acted as legal advisor for Griffon.
About Griffon Corporation
Griffon Corporation, headquartered in Jericho, New York, is a
diversified holding company consisting of three distinct business segments:
Electronic Information and Communication Systems, through Telephonics
Corporation; Garage Doors, through Clopay Building Products Company; and
Specialty Plastic Films, through Clopay Plastic Products Company.
Telephonics Corporation's high-technology engineering and manufacturing
capabilities provide integrated information, communication and sensor
system solutions to military and commercial markets worldwide. Telephonics
specializes in aircraft intercommunication systems, wireless communication
systems, radars, identification friend or foe products, integrated security
systems, air traffic management systems, aerospace electronics, and the
performance of threat and radar system analyses. Clopay Building Products
Company is a leading manufacturer and marketer of residential garage doors
to professional installing dealers and major home center retail chains.
Clopay Plastic Products is an international leader in the development and
production of embossed, laminated and printed specialty plastic films used
in a variety of hygienic, health-care and industrial markets. For more
information on the company and its operating subsidiaries, please see the
company's website at http://www.griffoncorp.com.
Forward-looking Statements
"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995: All statements other than statements of historical fact
included in this release, including without limitation statements regarding
the company's financial position, business strategy and the plans and
objectives of the company's management for future operations, are
forward-looking statements. When used in this release, words such as
"anticipate", "believe", "estimate", "expect", "intend", and similar
expressions, as they relate to the company or its management, identify
forward-looking statements. Such forward-looking statements are based on
the beliefs of the company's management, as well as assumptions made by and
information currently available to the company's management. Actual results
could differ materially from those contemplated by the forward-looking
statements as a result of certain factors, including but not limited to,
business, financial market and economic conditions, including, but not
limited to, the credit market, the housing market, results of integrating
acquired businesses into existing operations, the results of the company's
restructuring and disposal efforts, competitive factors and pricing
pressures for resin and steel and capacity and supply constraints. Such
statements reflect the views of the company with respect to future events
and are subject to these and other risks, uncertainties and assumptions
relating to the operations, results of operations, growth strategy and
liquidity of the company as previously disclosed in the company's SEC
filings. Readers are cautioned not to place undue reliance on these
forward-looking statements. The company does not undertake to release
publicly any revisions to these forward-looking statements to reflect
future events or circumstances or to reflect the occurrence of
unanticipated events.
Contact: Patrick L. Alesia
Chief Financial Officer
(516) 938-5544
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