GRIFFON CORP : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

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.

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