Griffon closes JV of AMES NA with Venanpri, gets $100M cash + $161M loans; sells AMES Australasia for $185M + $50M note

GRIFFON CORP

Closed JV of AMES North America with Venanpri Tools (ONCAP); receives $100M cash, $161.1M 10% PIK second-lien loans due 2029, and 42.78% equity stake.
Entered SSA to sell AMES Australasia to management-led group for $185M cash and $50M subordinated note; retains 49% equity in new JV.
Second-lien loans have 10% PIK interest, no amortization; financial covenants include max total leverage of 4.90x stepping down to 4.30x.
Joint press release names combined North America JV 'Veritage Brands'; Australasia JV buyer led by Simon Hupfeld as Executive Chairman.

Key facts

Extracted from this filing and checked against the source text.

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

GRIFFON CORP entered into Second Lien Tranche A Credit Agreement with Merv FinCo LLC (Borrower), UMB Bank, N.A. valued at Tranche A second lien term loans in the aggregate principal amount of $90.0 million (effective 2026-06-09).

Action: entry
Agreement: credit facility
Counterparty: Merv FinCo LLC (Borrower), UMB Bank, N.A.
Value: Tranche A second lien term loans in the aggregate principal amount of $90.0 million
Effective: 2026-06-09

Exact text from the filing

Second Lien Tranche A Credit Agreement (the “ Tranche A Credit Agreement ”), by and among the Borrower, MidCo, the guarantors from time to time party thereto, the Griffon Lender, as lender, and UMB Bank, N.A., as administrative agent, and (ii) a Second

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

GRIFFON CORP entered into Amended and Restated Master Transaction Agreement with VNPI Global Investments and Services, S.L., Bellota Holding AG, Merv HoldCo LLC, Merv MidCo LLC, Merv FinCo LLC (effective 2026-06-07).

Action: entry
Agreement: merger
Counterparty: VNPI Global Investments and Services, S.L., Bellota Holding AG, Merv HoldCo LLC, Merv MidCo LLC, Merv FinCo LLC
Effective: 2026-06-07

Exact text from the filing

The closing was pursuant to an amended and restated master transaction agreement (“ A&R MTA ”), as described below. On February 5, 2026,

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Source: SEC EDGAR

accession 0000930413-26-001842

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