Short answer
GRIFFON CORP (GFF) filed an 8-K current report with the SEC on August 4, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). Griffon completed the AMES Australasia sale and Joint Venture formation on July 31, 2026.
GRIFFON CORP 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Griffon completed the AMES Australasia sale and Joint Venture formation on July 31, 2026
- Buyer consortium includes AMES Australasia management and Australian financial investors
- TopCo issued Griffon’s subsidiary a PIK Note at closing, creating a deferred consideration receivable
- Transaction reduces Griffon’s direct exposure to AMES Australasia while retaining financial interest through the note
Item 2.01 · Completion of Acquisition or Disposition of Assets
- AMES Australasia sold into a joint venture, with Griffon retaining a 49% indirect equity stake
- Griffon received AUD$258 million ($181 million) cash at closing, supporting near-term liquidity
- Additional AUD$69.3 million ($48.6 million) PIK note provides deferred consideration rather than immediate cash
- PIK note accrues 10% annual interest, capitalized until maturity, increasing eventual repayment value
- Note maturity begins at six years and can extend up to 10 years, subordinated to the joint venture’s senior debt
Item 7.01 · Regulation FD Disclosure
- Griffon announced August 3, 2026 closing of the Joint Venture
- Joint Venture completion marks a material strategic transaction for Griffon
- Press release details, including transaction terms and expected impact, appear in Exhibit 99.1
Item 8.01 · Other Events
- $285 million Term Loan B balance fully repaid on July 31, 2026
- Repayment funded by Joint Venture proceeds and revolver borrowings
- Debt repayment removes Term Loan B obligations but increases reliance on revolving credit
- Investor focus shifts to revolver balance, borrowing costs, and Joint Venture cash contribution
Item EX-99.1 · Exhibit EX-99.1
- AMES Australasia joint venture closed, converting the business into a partially owned affiliate rather than a wholly owned operation
- Griffon received $181 million cash, improving liquidity and providing proceeds for capital allocation
- $49 million paid-in-kind note receivable adds deferred consideration and credit exposure to the joint venture
- Retained 49% equity interest preserves participation in AMES Australasia’s future performance and upside
- Transaction proceeds and ownership structure may reduce consolidation of AMES Australasia results going forward
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