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):  February 4, 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 February 4, 2020, Griffon Corporation (the “Company”) 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”) $850 million aggregate principal amount of the Company’s 5.75% senior notes due 2028 (the “Notes”). 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 February 4, 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.   On February 4, 2020, the Company also issued a press release announcing (i) that it is increasing the maximum amount that may be purchased pursuant to its offer (the “Tender Offer”), announced earlier that day, to purchase its outstanding 5.25% Senior Notes due 2022 (CUSIP No. 398433 AH5) (the “2022 Notes”) from $800 million aggregate principal amount to $850 million aggregate principal amount, and (ii) that it intends to increase the maximum amount of 2022 Notes that may be redeemed pursuant to its conditional notice of redemption (the “Redemption”), as announced earlier that day, from $800 million aggregate principal amount to $850 million aggregate principal amount. All other terms of the Tender Offer and the Redemption, as previously announced, remain unchanged. A copy of the press release is attached hereto as Exhibit 99.3 and is incorporated herein by reference.   Item 9.01. Financial Statements and Exhibits     (d) Exhibits .         99.1 Purchase Agreement, dated as of February 4, 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 February 4, 2020, regarding the Pricing of the Notes.         99.3 Press Release, dated February 4, 2020, regarding the Tender Offer.         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: February 5, 2020 By: /s/ Seth L. Kaplan     Seth L. Kaplan     Senior Vice President, General Counsel and Secretary