GRIFFON CORP 8-K

What Happened

• Griffon Corporation announced the closing of a joint venture combining its AMES U.S. & Canada business with Venanpri Tools (ONCAP) under an Amended & Restated Master Transaction Agreement (A&R MTA) that closed on June 9, 2026. Buyer acquired AMES equity for $100.0 million in cash, Tranche A second‑lien loans of $90.0 million, Tranche B second‑lien loans of $71.1 million, and a 42.78% equity interest in Buyer.
• Separately, on June 8, 2026 Griffon AMES HoldCo LLC entered a Share Sale Agreement to sell AMES Australasia to a new joint venture; Griffon HoldCo will receive $185 million cash at closing, a $50 million subordinated note, and retain a 49% indirect ownership stake in that joint venture.

Key Details

• Closing dates: A&R MTA closed June 9, 2026; Australasia SSA signed June 8, 2026. Press releases furnished June 8–10, 2026.
• Purchase consideration (North America/Canada JV): $100.0M cash + $90.0M Tranche A second‑lien loans + $71.1M Tranche B second‑lien loans + 42.78% equity in Buyer.
• Second‑lien loans: 10.0% per annum payment‑in‑kind interest (capitalized), no scheduled amortization, maturity December 9, 2029; Griffon 2L Loan Holdco, LLC is the lender.
• Australasia sale: $185M cash at closing, $50M subordinated note, Griffon retains 49% indirect equity; new JV led by Simon Hupfeld (Executive Chairman).

Why It Matters

• These transactions materially change Griffon’s ownership of its AMES businesses: it has monetized North American and Australasian operations for significant cash and notes while retaining minority economic interests (equity stakes and loan exposure).
• The second‑lien loan arrangements create a financing exposure for Griffon (as lender) with 10% PIK interest and a December 2029 maturity, and the loans are secured by second‑priority liens on the JV’s assets. Investors should note the cash proceeds, retained stakes, and Griffon’s continued credit exposure to the JV as relevant to liquidity, investment exposure, and future earnings from AMES.