Material Agreement · Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549       Form 8-K       CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of Report (Date of earliest event reported): June 8, 2020       GRIFFON CORPORATION (Exact name of registrant as specified in its charter)       Commission File Number: 1-06620   Delaware   11-1893410 (State or other jurisdiction of incorporation)   (IRS Employer Identification No.)   712 Fifth Avenue, 18th Floor New York , New York 10019 (Address of principal executive offices, including zip code)   ( 212 ) 957-5000 (Registrant’s telephone number, including area code)   (Former name or former address, if changed since last report)       Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))     Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, $0.25 par value per share GFF New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Item 1.01. Entry into a Material Definitive Agreement   On June 8, 2020, Griffon Corporation (the “Company”) and its subsidiary guarantors named therein entered into a Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company agreed to issue and sell to the several initial purchasers named therein (the “Initial Purchasers”) $150 million aggregate principal amount of the Company’s 5.75% senior notes due 2028 (the “Notes”), at a price equal to 100.25% of face value, plus accrued interest from February 19, 2020, in an add-on offering. The Notes will be issued under the same indenture dated as of February 19, 2020 by and among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, pursuant to which the Company previously issued $850 million in aggregate principal amount of its 5.75% Senior Notes due 2028. The offering of the Notes is being made through a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act.   The Purchase Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. A copy of the Purchase Agreement is filed herewith as Exhibit 99.1. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement.   Item 8.01. Other Events   On June 8, 2020, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.   Item 9.01. Financial Statements and Exhibits     (d) Exhibits .         99.1 Purchase Agreement, dated as of June 8, 2020, by and among Griffon Corporation, the Guarantors named therein and BofA Securities, Inc., as Representative of the several Initial Purchasers named therein.         99.2 Press Release, dated June 8, 2020.   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.       GRIFFON CORPORATION       Date: June 9, 2020 By:  /s/ Seth L. Kaplan     Seth L. Kaplan     Senior Vice President, General Counsel and Secretary