Item 7.01. Regulation FD Disclosure
As previously disclosed, on
Griffon is scheduled to make a presentation to lenders and potential lenders
under the New Term Loan Facility (the "Lender Presentation") today,
The information in Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Forward-Looking Statements
This Form 8-K contains forward-looking statements that involve numerous risks
and uncertainties. The statements contained in this communication that are not
purely historical are forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act, including,
without limitation, statements regarding the expected benefits and closing of
the proposed Transaction, the management of Griffon and Griffon's expectations,
beliefs and intentions. All forward-looking statements included in this
communication are based on information available to Griffon on the date hereof.
In some cases, you can identify forward-looking statements by terminology such
as "may," "can," "will," "should," "could," "expects," "plans," "anticipates,"
"intends," "believes," "estimates," "predicts," "potential," "targets," "goals,"
"projects," "outlook," "continue," "preliminary," "guidance," or variations of
such words, similar expressions, or the negative of these terms or other
comparable terminology. No assurance can be given that any of the events
anticipated by the forward-looking statements will transpire or occur, or if any
of them do so, what impact they will have on our results of operations or
financial condition. Accordingly, actual results may differ materially and
adversely from those expressed in any forward-looking statements. Neither
Griffon nor any other person can assume responsibility for the accuracy and
completeness of forward-looking statements. There are various important factors
that could cause actual results to differ materially from those in any such
forward-looking statements, many of which are beyond Griffon's control. These
factors include: failure to obtain, delays in obtaining, or adverse conditions
contained in, any required regulatory or other approvals; failure to consummate
or a delay in consummating the Transaction for other reasons; changes in laws or
regulations; and changes in general economic conditions. Griffon undertakes no
obligation (and expressly disclaims any such obligation) to publicly update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise. For additional information please refer to Griffon's
most recent Form 10-K, 10-Q and 8-K reports filed with the
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