Griffon Corp (GFF) Announces Sale of AMES Australasia; Forms 49% JV

What Happened

• Griffon Corporation (GFF) filed an 8‑K reporting that on July 31, 2026 it closed the sale of its AMES Australasia business and formed a joint venture (TopCo/HupCo group). Griffon AMES HoldCo LLC now holds a 49% indirect equity interest in the Joint Venture; the remaining 51% is held by an investor group led and controlled by Simon Hupfeld.
• At closing Griffon received AUD 258 million (approx. USD 181 million) in cash and an AUD 69.3 million (approx. USD 48.6 million) payment‑in‑kind (PIK) note issued by HupCo TopCo Pty Ltd, which was novated to a Griffon subsidiary. Griffon announced the transaction in a press release dated August 3, 2026.

Key Details

• Closing date: July 31, 2026. Press release filed as Exhibit 99.1 (Aug 3, 2026).
• Cash received: AUD 258 million (~USD 181 million); PIK Note principal: AUD 69.3 million (~USD 48.6 million).
• PIK Note terms: 10% annual interest (capitalized annually), matures no sooner than 6 years (possible extension mechanics up to 10 years), subordinated to the Joint Venture’s senior debt; Griffon agreed not to seek repayment while senior debt is outstanding.
• Griffon used proceeds (and revolver borrowings) to repay the remaining $285 million balance of its Term Loan B on July 31, 2026. Unaudited pro forma consolidated financial information reflecting the AMES dispositions is filed as Exhibit 99.2.

Why It Matters

• The transaction shifts AMES Australasia from a wholly owned business to a minority (49%) investor position, unlocking immediate cash proceeds while leaving Griffon exposed to upside/downside through the PIK note and its retained equity stake.
• The PIK note structure and subordination mean near‑term cash recovery is limited while senior debt remains outstanding; however, the cash received enabled Griffon to reduce leverage by repaying $285 million of Term Loan B.
• Investors should note the change in Griffon’s operating footprint and capital structure — pro forma financials were provided to show the company’s results after the AMES dispositions.