Griffon Corporation (“Griffon” or the “Company”) (NYSE:GFF)
announced today that it has entered into an agreement (the “Stock
Purchase Agreement”) to repurchase 1.5 million shares of the
Company’s common stock beneficially owned by Voss Capital (“Voss”)
at a purchase price of $65.50 per share, a 3.7% discount from the
closing price of the Company’s common stock on February 16, 2024,
the last full trading day prior to the execution of the Stock
Purchase Agreement.
The transaction closes today, February 20, 2024. Concurrent with
the closing of the transaction, Travis Cocke, Chief Investment
Officer of Voss Capital, will resign from the Griffon Board of
Directors, effective immediately, thereby reducing the size of the
Board to 12 members. Mr. Cocke will not stand for election as a
director at the Company’s annual meeting on March 20, 2024. The
Stock Purchase Agreement incorporates certain terms of the
Cooperation Agreement between the Company and Voss Capital
announced on January 9, 2023, including a standstill on the part of
Voss which will continue for a two-year period.
“Griffon continues to deliver solid operating performance and
free cash flow, underpinned by a strong balance sheet. We remain
well positioned for continued success. This agreement is just the
latest in a series of actions Griffon is taking that demonstrate
the confidence we have in our strategic plan and our commitment to
creating robust shareholder returns, including substantial stock
repurchases and cash dividends,” said Ronald J. Kramer, Chairman
and Chief Executive Officer of Griffon Corporation. “Voss continues
to be a substantial shareholder of Griffon and has a continued
stake in our success. On behalf of the Board, I would like to thank
Travis, who has brought important perspective and has been a
supportive and constructive director since joining the Board in
2023.”
Travis Cocke, Chief Investment Officer of Voss Capital, added:
“I have been pleased to contribute to meaningful,
shareholder-friendly actions while on the Board, as Griffon drove
excellent operating performance at HBP and implemented its
strategic plan relating to the global sourcing initiative at the
CPP segment, while generating significant shareholder returns. Even
after this share sale, Griffon remains a significant investment for
Voss. We continue to believe in the future of the Company and fully
support Griffon’s Board and management team’s efforts to create
long term shareholder value.”
The repurchase of the shares of Common Stock pursuant to the
Stock Purchase Agreement was consummated under the Company’s
Board-authorized share repurchase program, and the repurchased
shares will be held in treasury. Since last April and through
today, share repurchases under Board-authorized programs totaled
7.5 million shares of common stock or 13.1% of the outstanding
shares, for a total of $330 million or an average of $44.21 per
share. As of today, Griffon has $128 million remaining under its
Board-authorized share repurchase program.
Forward-looking
Statements
“Safe Harbor” Statements under the Private Securities Litigation
Reform Act of 1995: All statements related to, among other things,
income (loss), earnings, cash flows, revenue, changes in
operations, operating improvements, the impact of the Hunter Fan
transaction, the industries in which Griffon Corporation (the
“Company” or “Griffon”) operates and the United States and global
economies that are not historical are hereby identified as
“forward-looking statements” and may be indicated by words or
phrases such as “anticipates,” “supports,” “plans,” “projects,”
“expects,” “believes,” "achieves", “should,” “would,” “could,”
“hope,” “forecast,” “management is of the opinion,” “may,” “will,”
“estimates,” “intends,” “explores,” “opportunities,” the negative
of these expressions, use of the future tense and similar words or
phrases. Such forward-looking statements are subject to inherent
risks and uncertainties that could cause actual results to differ
materially from those expressed in any forward-looking statements.
These risks and uncertainties include, among others: current
economic conditions and uncertainties in the housing, credit and
capital markets; Griffon’s ability to achieve expected savings and
improved operational results from cost control, restructuring,
integration and disposal initiatives (including, in particular, the
expanded CPP outsourcing strategy announced in May 2023); the
ability to identify and successfully consummate, and integrate,
value-adding acquisition opportunities; increasing competition and
pricing pressures in the markets served by Griffon’s operating
companies; the ability of Griffon’s operating companies to expand
into new geographic and product markets, and to anticipate and meet
customer demands for new products and product enhancements and
innovations; increases in the cost or lack of availability of raw
materials such as steel, resin and wood, components or purchased
finished goods, including any potential impact on costs or
availability resulting from tariffs; changes in customer demand or
loss of a material customer at one of Griffon’s operating
companies; the potential impact of seasonal variations and
uncertain weather patterns on certain of Griffon’s businesses;
political events or military conflicts that could impact the
worldwide economy; a downgrade in Griffon’s credit ratings; changes
in international economic conditions including inflation, interest
rate and currency exchange fluctuations; the reliance by certain of
Griffon’s businesses on particular third party suppliers and
manufacturers to meet customer demands; the relative mix of
products and services offered by Griffon’s businesses, which
impacts margins and operating efficiencies; short-term capacity
constraints or prolonged excess capacity; unforeseen developments
in contingencies, such as litigation, regulatory and environmental
matters; Griffon’s ability to adequately protect and maintain the
validity of patent and other intellectual property rights; the
cyclical nature of the businesses of certain of Griffon’s operating
companies; possible terrorist threats and actions and their impact
on the global economy; effects of possible IT system failures, data
breaches or cyber-attacks; the impact of COVID-19, or some other
future pandemic, on the U.S. and the global economy, including
business disruptions, reductions in employment and an increase in
business and operating facility failures, specifically among our
customers and suppliers; Griffon’s ability to service and refinance
its debt; and the impact of recent and future legislative and
regulatory changes, including, without limitation, changes in tax
laws. Such statements reflect the views of the Company with respect
to future events and are subject to these and other risks, as
previously disclosed in the Company’s Securities and Exchange
Commission filings. Readers are cautioned not to place undue
reliance on these forward-looking statements. These forward-looking
statements speak only as of the date made. Griffon undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
About Griffon
Corporation
Griffon Corporation is a diversified management and holding
company that conducts business through wholly-owned subsidiaries.
Griffon oversees the operations of its subsidiaries, allocates
resources among them and manages their capital structures. Griffon
provides direction and assistance to its subsidiaries in connection
with acquisition and growth opportunities as well as divestitures.
In order to further diversify, Griffon also seeks out, evaluates
and, when appropriate, will acquire additional businesses that
offer potentially attractive returns on capital.
Griffon conducts its operations through two reportable
segments:
- Home and Building Products ("HBP") conducts its operations
through Clopay. Founded in 1964, Clopay is the largest manufacturer
and marketer of garage doors and rolling steel doors in North
America. Residential and commercial sectional garage doors are sold
through professional dealers and leading home center retail chains
throughout North America under the brands Clopay, Ideal, and
Holmes. Rolling steel door and grille products designed for
commercial, industrial, institutional, and retail use are sold
under the Cornell and Cookson brands.
- Consumer and Professional Products (“CPP”) is a leading global
provider of branded consumer and professional tools; residential,
industrial and commercial fans; home storage and organization
products; and products that enhance indoor and outdoor lifestyles.
CPP sells products globally through a portfolio of leading brands
including AMES, since 1774, Hunter, since 1886, True Temper, and
ClosetMaid.
For more information on Griffon and its operating subsidiaries,
please see the Company’s website at www.griffon.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20240220091234/en/
Company Contact: Brian G. Harris
SVP & Chief Financial Officer Griffon Corporation (212)
957-5000
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