Griffon Corporation (NYSE: GFF) to raise $800M in senior notes due 2034
Rhea-AI Filing Summary
Griffon Corporation is commencing a private placement offering of $800 million in aggregate principal amount of senior unsecured notes due 2034. The notes will be guaranteed by certain domestic subsidiaries. Griffon plans to use the proceeds, together with cash on hand and borrowings under its existing or a new revolving credit facility expected to close substantially concurrently, to redeem all of its outstanding 5.75% Senior Notes due 2028 and to pay related fees and expenses. The new notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and will not be registered under U.S. securities laws.
Positive
- None.
Negative
- None.
Filing Explained
As of August 10, 2026, Griffon has proposed $800 million of debt refinancing; neither the notes nor redemption is reported complete.
This Form 8-K reports Griffon’s announcement that it intends to commence, subject to market and other conditions, a private placement of
The securities described are debt rather than common shares, so this filing does not disclose an equity issuance or a share-count increase; the structural consequence for existing common holders is planned refinancing and replacement of existing debt, not disclosed dilution. A private placement is a sale of securities to selected investors outside a public offering, and these notes are limited to qualified institutional buyers and certain non-U.S. persons.
The
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Senior notes offering size: $800 million aggregate principal amount
New notes maturity: 2034
Coupon on existing notes: 5.75%
+1 more
4 metrics
Senior notes offering size
$800 million aggregate principal amount
Private placement of senior notes due 2034
New notes maturity
2034
Maturity year of new senior unsecured notes
Coupon on existing notes
5.75%
Interest rate on Senior Notes due 2028 to be redeemed
Existing notes maturity
2028
Maturity year of 5.75% Senior Notes to be redeemed
Key Terms
senior notes, senior unsecured obligations, qualified institutional buyers, Rule 144A, +2 more
6 terms
senior notes financial
"offering through a private placement... senior notes due 2034"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
senior unsecured obligations financial
"The Notes will be senior unsecured obligations of Griffon"
Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.
qualified institutional buyers regulatory
"offered... solely to persons reasonably believed to be qualified institutional buyers"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144A regulatory
"in reliance on Rule 144A under the Securities Act of 1933"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"outside the United States to persons other than “U.S. persons” in compliance with Regulation S"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
forward-looking statements regulatory
"This communication contains forward-looking statements that may state Griffon’s intentions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is Griffon Corporation (GFF) offering in this new financing transaction?
Griffon Corporation is commencing a private placement of $800 million in senior unsecured notes due 2034, guaranteed by certain domestic subsidiaries and sold to institutional investors under Rule 144A and Regulation S.
How does Griffon Corporation (GFF) plan to use the $800 million senior notes proceeds?
Griffon intends to use the $800 million in note proceeds, along with cash on hand and revolver borrowings, to redeem all outstanding 5.75% Senior Notes due 2028 and pay related fees and expenses.
Who can buy Griffon Corporation’s (GFF) new senior notes due 2034?
The new senior notes are being offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, in a private placement not registered under the Securities Act.
Will Griffon Corporation (GFF) register the new $800 million senior notes?
No. The $800 million senior notes and related guarantees will not be registered under the Securities Act or other jurisdictions’ laws and cannot be offered or sold in the U.S. without registration or an applicable exemption.
What existing debt is Griffon Corporation (GFF) targeting with this notes offering?
Griffon plans to redeem all of its outstanding 5.75% Senior Notes due 2028 using proceeds from the new senior notes due 2034, plus cash on hand and revolving credit facility borrowings.
| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| Washington, D.C. 20549 | ||||||||
FORM | ||||||||
| CURRENT REPORT | ||||||||
| Pursuant to Section 13 or 15(d) of the | ||||||||
| Securities Exchange Act of 1934 | ||||||||
Date of Report (Date of earliest event reported): August 10, 2026
(Exact name of registrant as specified in its charter) | ||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) (Zip Code) | ||||||||
( | ||||||||
| (Registrant’s telephone number, including area code) | ||||||||
| Not Applicable | ||||||||
| (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:
1
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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. ☐
2
Item 7.01. Regulation FD Disclosure.
On August 10, 2026, Griffon Corporation (the “Company”) issued a press release announcing the commencement of an offering through a private placement, subject to market and other conditions, of $800 million in aggregate principal amount of senior notes due 2034 (the “Offering”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Exhibit 99.1 is being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
99.1 Press Release, dated August 10, 2026, regarding the Offering
3
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 | ||
By: /s/ Seth L. Kaplan | ||
| Seth L. Kaplan | ||
| Executive Vice President | ||
Dated: August 10, 2026
4
Exhibit Index
99.1 Press Release, dated August 10, 2026, regarding the Offering
5
Exhibit 99.1
Griffon Corporation Announces Senior Notes Offering
NEW YORK, NEW YORK – August 10, 2026 – Griffon Corporation (NYSE: GFF) (“Griffon”) today announced that it intends to commence an offering through a private placement, subject to market and other conditions, of $800 million in aggregate principal amount of senior notes due 2034 (the “Notes”). The Notes will be senior unsecured obligations of Griffon and will be guaranteed by certain of its domestic subsidiaries.
Griffon intends to use the proceeds from the offering, together with cash on hand and revolver borrowings under either Griffon’s existing credit facility or its new revolving credit facility that is expected to close substantially concurrently with the offering, to (i) redeem all of Griffon’s outstanding 5.75% Senior Notes due 2028 (the “2028 Notes”) at the applicable redemption price plus accrued and unpaid interest and (ii) pay certain related fees and expenses.
The Notes and related guarantees are being offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The Notes and related guarantees will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
This notice does not constitute an offer to sell the Notes, nor will any such offer be made, nor does it constitute a solicitation of an offer to purchase the Notes or any other securities, in each case in any jurisdiction in which such offer or solicitation would be unlawful. Any offer of the Notes will be made only by means of a private offering memorandum. This notice does not constitute an offer to purchase or redeem any of the 2028 Notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
Forward-Looking Statements
This communication contains forward-looking statements that may state Griffon’s or its management’s intentions, beliefs, expectations or predictions for the future. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, and typically can be identified by the use of words such as “intend,” “will,” “expect,” “estimate,” “anticipate,” “forecast,” “plan,” “believe” and similar terms. Although Griffon believes that its expectations are reasonable, it can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Factors that could cause actual results to differ materially from those contemplated above include, among others, risks and uncertainties related to the capital markets generally, whether Griffon will consummate the offering of the Notes, the anticipated use of proceeds, and other factors detailed in filings made by Griffon with the Securities and Exchange Commission. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Griffon does not undertake to update any of these statements in light of new information or future events.
| Company Contact: | Investor Relations Contact: | |||||||
| Brian G. Harris | Tom Cook | |||||||
| EVP & Chief Financial Officer | Managing Director | |||||||
Exhibit 99.1
| Griffon Corporation | ICR Inc. | |||||||
| (212) 957-5000 | (203) 682-8250 | |||||||