Griffon unit gets needed consents for Ames True floaters; holders can still receive total payout

By Susanna Moon

Chicago, Aug. 17 - Griffon Corp. said its subsidiary, Clopay Acquisition Corp., received the required consents for Ames True Temper, Inc.'s $150 million of senior floating-rate notes due 2012.

The company also extended the date by which holders must tender in order to receive the total payment.

As of 5 p.m. ET on Aug. 16, investors had tendered $140.89 million principal amount, or 93.9%, of the floaters and $39.61 million principal amount, or 26.4%, of Ames' $150 million 10% senior subordinated notes due 2012.

Clopay is soliciting consents to amend the note indentures to 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. The amendments would also waive any defaults resulting from the acquisition of Ames by Griffon.

The company said it expects to enter into a supplemental indenture for the floaters.

Holders who tender will be deemed to have consented to the proposed amendments, and holders may not deliver consents without tendering their notes, according to a previous news release from Griffon.

For each $1,000 principal amount, Clopay is offering $1,001.00 for the floating-rate notes and $1,002.50 for the 10% notes. These payments include a consent payment of $30.00 per note.

Before the offer was amended, only holders who tendered by the consent deadline, 5 p.m. ET on Aug. 16, would have received the consent payment.

The company will also pay accrued interest.

The notes are currently redeemable by Ames at par, Griffon noted.

Each tender offer will expire at midnight ET on Aug. 30.

The tender offers and consent solicitations are subject to some conditions that include the 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 sufficient to fund the offers.

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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