Griffon repurchases 1.5M shares from Voss Capital at $65.50; director Cocke resigns

GRIFFON CORP

Repurchased 1.5M shares from Voss Capital at $65.50/share, aggregate $98.25M, a 3.7% discount to $68.04 close.
Travis Cocke, Voss CIO and former board member, resigned from the Board effective Feb 20, 2024.
Two-year standstill and non-disparagement agreement; Voss retains $128M remaining buyback authority.
Cumulative buybacks since last April total 7.5M shares (13.1% of outstanding) for $330M, avg $44.21/share.
Co. cites solid operating performance, free cash flow, and confidence in strategic plan for shareholder returns.

item 1.01 item 5.02 item 8.01 item 9.01

Executive movements

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Departed

Travis W. Cocke

Director

GFF · GRIFFON CORP

Effective: 2024-02-20
Filed: February 20, 2024, 6:59 PM ET

Travis W. Cocke resigned as a member of the Board and the Nominating and Corporate Governance Committee of the Board, effective at 9:30 AM EST on February 20, 2024.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Travis W. Cocke resigned as Director at GRIFFON CORP.

Action: resigned
Role: Director

Exact text from the filing

Travis W. Cocke resigned as a member of the Board and the Nominating and Corporate Governance Committee of the Board, effective at 9:30 AM EST on February 20, 2024.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GRIFFON CORP entered into Agreement with Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P. and four separately managed accounts of which Voss Capital, LLC is the investment manager (the "Selling Shareholders") valued at $98,250,000 (effective 2024-02-20).

Action: entry
Agreement: equity purchase
Counterparty: Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P. and four separately managed accounts of which Voss Capital, LLC is the investment manager (the "Selling Shareholders")
Value: $98,250,000
Effective: 2024-02-20

Exact text from the filing

On February 20, 2024, Griffon Corporation (the “Company”) entered into a stock purchase and cooperation agreement (the “Agreement”) to repurchase, and repurchased, 1,500,000 shares of its common stock, par value $0.25 per share (the “Common Stock”), beneficially owned by Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P. and four separately managed accounts of which Voss Capital, LLC is the investment manager (the “Selling Shareholders”), in a private transaction. The purchase price per share is $65.50, for an aggregate purchase price of $98,250,000, and represents a 3.7% discount from the price of $68.04 of the Common Stock at the close of trading on February 16, 2024.

View on SEC.gov

290 material agreements filed in the last 30 days. Browse all material agreements →

GRIFFON CORP filing history →

Source: SEC EDGAR

accession 0000930413-24-000626

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