Griffon Corporation filed an 8-K with the U.S. Securities and Exchange Commission on August 19, 2026, disclosing the completion on August 18, 2026, of an $800 million senior notes offering and entry into related agreements.

Key Highlights

  • $800 million aggregate principal: The company completed an offering of $800 million in 6.25% senior notes due October 1, 2034.
  • Net proceeds of approximately $792 million: According to the filing, the net proceeds to the company from the notes offering were approximately $792 million.
  • Interest paid semi-annually: The notes accrue interest at 6.25% per year, payable on each April 1 and October 1, beginning April 1, 2027.
  • Private placement structure: The notes were sold via Rule 144A to qualified institutional buyers and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act.
  • Seven initial guarantors named: The notes are initially guaranteed by Ames Hunter Holdings Corporation, Clopay Ames Holding Corp., Clopay Corporation, CornellCookson, LLC, Cornell Real Estate Holdings, LLC, Hunter Fan Company, and Griffon AMES Holdco LLC.
  • Optional redemption available from 2029: On and after October 1, 2029, the company may redeem the notes at prices starting at 103.125% of principal, declining to 100% on or after October 1, 2031.
  • Change of control repurchase at 101%: Upon a change of control, the company must offer to repurchase the notes at 101% of principal amount plus accrued and unpaid interest.

Griffon's $800 Million Notes Offering: Terms, Guarantees, and Indenture Details

Griffon Corporation (NYSE:GFF), headquartered in New York, New York, disclosed in the August 19, 2026, 8-K that it completed its previously announced notes offering on August 18, 2026. The $800 million in 6.25% senior notes mature on October 1, 2034, and were issued under an Indenture entered into on the same date among the company, named guarantors, and Computershare Trust Company, N.A., as trustee. The purchase agreement governing the private placement was dated August 10, 2026, with BofA Securities, Inc. acting as representative of the initial purchasers.

According to the filing, the notes and guarantees rank as senior unsecured obligations, equal in right of payment to the company's and guarantors' existing and future unsecured indebtedness not expressly subordinated to the notes. They are effectively subordinated to secured indebtedness to the extent of collateral value, and structurally subordinated to obligations of subsidiaries that do not guarantee the notes. Prior to October 1, 2029, the company may also redeem up to 40% of the outstanding notes using proceeds from public equity offerings at 106.250% of principal, subject to specific conditions set out in the filing.

The Indenture, according to the filing, contains covenants limiting the company's and its restricted subsidiaries' ability to incur additional debt, create liens, enter into affiliate transactions, merge or sell substantially all assets, and take other specified actions. The filing notes that many of these covenants cease to apply during any period the notes carry investment grade ratings from both Moody's Investors Service, Inc. and S&P Global Ratings, provided no default is continuing. A non-guarantor domestic restricted subsidiary threshold of $50.0 million in aggregate Net Book Value is also specified for triggering additional guarantee requirements.

What Was Disclosed

Griffon Corporation disclosed the closing of an $800 million senior notes offering at 6.25% due 2034, entry into a related Indenture with Computershare Trust Company, N.A. as trustee, and the identity of seven initial guarantors, with net proceeds of approximately $792 million reported.