Griffon Corporation (NYSE: GFF) filed a Form 8-K on August 4, 2026, reporting the July 31, 2026 closing of the sale of its AMES Australasia business into a newly formed joint venture, along with the repayment of its Term Loan B.

Key Highlights

  • Cash proceeds at closing: Griffon HoldCo received AUD $258 million (USD $181 million) in cash at closing.
  • PIK Note issued: TopCo issued an AUD 69.3 million (USD $48.6 million) PIK note to a subsidiary of Griffon, bearing interest at 10% per annum.
  • Equity retained: Griffon HoldCo holds a 49% indirect equity interest in the Joint Venture following closing.
  • Majority ownership: The remaining 51% of the Joint Venture is held by an investment group led and controlled by Simon Hupfeld, the Executive Chairman of the business.
  • Term Loan B repaid: On July 31, 2026, Griffon repaid the remaining balance of $285 million of Term Loan B outstanding under its credit agreement.
  • PIK Note maturity: The PIK Note matures no later than 10 years from the date of issuance, and is subordinated to all obligations of the Joint Venture and its subsidiaries.

Griffon Disposes of AMES Australasia, Retains 49% Stake via Joint Venture

According to the filing, on July 31, 2026, Griffon Corporation closed the sale of its AMES Australasia business to form a joint venture with HupCo ParentCo Pty Ltd. The transaction was originally announced in a prior Current Report on Form 8-K filed June 11, 2026, which disclosed that Griffon AMES HoldCo LLC entered into a Share Sale Agreement on June 8, 2026. At closing, Griffon HoldCo received AUD $258 million (USD $181 million) in cash, along with the AUD 69.3 million (USD $48.6 million) PIK note issued by HupCo TopCo Pty Ltd, the ultimate parent holding company of the Joint Venture.

The filing discloses that interest on the PIK Note accrues at 10% per annum, calculated daily on a 365-day year basis, and is automatically capitalized and added to the outstanding amount at the end of each financial year, and on the maturity or earlier repayment date. The PIK Note matures on the later of six years from issuance or, if the senior debt facility term is extended, 12 months after expiry of that extended term, but in no event later than 10 years from issuance. The filing further states that the PIK Note is subordinated to all obligations of the Joint Venture and its subsidiaries, and that Griffon has agreed not to demand or receive payment or take enforcement action while any amount remains outstanding under the senior debt facility.

In connection with closing, the filing also discloses a Side Letter to the Share Sale Agreement among Griffon HoldCo, HupCo ParentCo Pty Ltd, and HupCo Holdings Pty Ltd. Among other things, the parties agreed to novate Griffon HoldCo's equity interest in TopCo, its rights under the shareholders' agreement, and its rights under the PIK Note to other Griffon subsidiaries. The parties also agreed that an independent director nomination to the TopCo board, originally contemplated prior to closing, will occur within 30 business days following closing, with the board comprising four directors in the interim. Separately, the filing reports that on July 31, 2026, Griffon repaid the remaining $285 million balance of Term Loan B using proceeds from the transaction and revolver borrowings.

What Was Disclosed

The filing reports the July 31, 2026 closing of the AMES Australasia joint venture sale, receipt of AUD $258 million in cash and a AUD 69.3 million PIK note, Griffon's resulting 49% indirect equity interest, and the full repayment of $285 million in Term Loan B.