XML 57 R43.htm IDEA: XBRL DOCUMENT v3.25.3
LONG-TERM DEBT (Tables)
12 Months Ended
Sep. 30, 2025
Debt Disclosure [Abstract]  
Schedule of Long-term Debt
Debt at September 30, 2025 and 2024 consisted of the following:
  At September 30, 2025
  Outstanding
Balance
Original
Issuer
Premium (Discount)
Capitalized Fees & ExpensesBalance
Sheet
Coupon
Interest Rate
Senior Notes due 2028(a)$974,775 $121 $(4,880)$970,016 5.75 %
Term Loan B due 2029(b)449,000 (461)(4,169)444,370 Variable
Revolver due 2028(b)— — (2,113)(2,113)Variable
Non U.S. lines of credit
(d)
— — (34)(34)Variable
Other debt
(d)
251 — — 251 Variable
Totals 1,424,026 (340)(11,196)1,412,490  
less: Current portion (8,103)— — (8,103) 
Long-term debt $1,415,923 $(340)$(11,196)$1,404,387  
  At September 30, 2024
  Outstanding
Balance
Original
Issuer
Premium
(Discount)
Capitalized
Fees &
Expenses
Balance
Sheet
Coupon
Interest Rate
Senior notes due 2028(a)$974,775 $169 $(6,900)$968,044 5.75 %
Term Loan B due 2029(b)457,000 (599)(5,420)450,981 Variable
Revolver due 2028(b)107,500 — (2,859)104,641 Variable
Non U.S. lines of credit
(d)
— — (2)(2)Variable
Other debt
(d)
410 — (22)388 Variable
Totals 1,539,685 (430)(15,203)1,524,052  
less: Current portion (8,155)— — (8,155) 
Long-term debt $1,531,530 $(430)$(15,203)$1,515,897  

Interest expense consists of the following for 2025, 2024 and 2023.
  Year Ended September 30, 2025
  Effective
Interest Rate
Cash Interest
Amort. Debt
(Premium) Discount
Amort.
Deferred Cost
& Other Fees
Total Interest
Expense
Senior notes due 2028(a)5.95 %$56,058 $(48)$2,020 $58,030 
Term Loan B due 2029(b)6.94 %30,131 137 1,251 31,519 
Revolver due 2028(b)Variable5,945 — 746 6,691 
Non U.S. lines of credit(d)Variable17 — 70 87 
Other debt(d)Variable450 — — 450 
Capitalized interest (765)— — (765)
Totals  $91,836 $89 $4,087 $96,012 
 
  Year Ended September 30, 2024
  Effective
Interest Rate
Cash InterestAmort. Debt
(Premium) Discount
Amort.
Deferred Cost
& Other Fees
Total Interest
Expense
Senior notes due 2028(a)5.93 %$56,050 $(48)$2,020 $58,022 
Term Loan B due 2029(b)8.17 %36,193 163 1,304 37,660 
Revolver due 2028(b)Variable8,018 — 746 8,764 
Non U.S. lines of credit(d)Variable43 — 15 58 
Other debt
(d)
Variable586 588 
Capitalized interest  (1,006)— — (1,006)
Totals  $99,884 $116 $4,086 $104,086 
 
  Year Ended September 30, 2023
  Effective
Interest Rate
Cash InterestAmort. Debt Premium Amort.
Deferred Cost
& Other Fees
Total Interest
Expense
Senior notes due 2028(a)5.95 %$56,050 $(48)$2,020 $58,022 
Term Loan B due 2029(b)7.49 %35,321 172 1,398 36,891 
Revolver due 2028(b)Variable4,282 — 646 4,928 
Finance lease - real estate(c)5.60 %680 — — 680 
Non U.S. lines of credit(d)Variable630 — 42 672 
Other debt(d)Variable392 — 394 
Capitalized interest  (142)— — (142)
Totals  $97,213 $124 $4,108 $101,445 
Minimum payments under debt agreements for the next five years are as follows: $8,103 in 2026, $8,045 in 2027, $982,819 in 2028, $425,047 in 2029, $12 in 2030 and no debt payments due thereafter.
 
(a)During 2020, Griffon issued, at par, $1,000,000 of 5.75% Senior Notes due 2028 (the "Senior Notes"). Proceeds from the Senior Notes were used to redeem $1,000,000 of 5.25% Senior Notes due in 2022. In connection with the issuance and exchange of the Senior Notes, Griffon capitalized $16,448 of underwriting fees and other expenses incurred, which is being amortized over the term of such notes. During 2022, Griffon purchased $25,225 of Senior Notes in the open market at a weighted average discount of 91.82% of par, or $23,161. As of September 30, 2025, outstanding Senior Notes due totaled $974,775; interest is payable semi-annually on March 1 and September 1.

The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. The Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via an exchange offer. The fair value of the Senior Notes approximated $972,338 on September 30, 2025 based upon quoted market prices (Level 1 inputs). At September 30, 2025, $4,880 of underwriting fees and other expenses incurred remained to be amortized.

(b)    On January 24, 2022, Griffon amended and restated its Credit Agreement (the "Credit Agreement") to provide for a new $800,000 Term Loan B facility, due January 24, 2029, in addition to the revolving credit facility (the "Revolver") provided for under the Credit Agreement. The Term Loan B facility was issued at 99.75% of par value. Since that time, Griffon has prepaid $325,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. In connection with the prepayment of the Term Loan B, Griffon recognized charges of $437 and $6,296 on the prepayment of debt in 2023 and 2022, respectively. The charges were comprised of write-offs of unamortized debt issuance costs of $386
and $5,575 for 2023 and 2022, respectively, and the original issue discount of $51 and $721 for 2023 and 2022, respectively. As of September 30, 2025, the Term Loan B outstanding balance was $449,000.

On June 26, 2024, Griffon further amended its Credit Agreement to favorably reprice the Term Loan B facility. The amendment reduced the margin above SOFR by 0.25%, eliminated the credit spread adjustment and reduced the SOFR floor from 0.50% to 0%. In connection with the amendment, Griffon recognized a $1,700 loss on debt extinguishment during the year ended September 30, 2024 in the Company's Consolidated Statements of Operations, primarily consisting of the write-off of unamortized debt issuance costs and original issue discount related to portions of the Term Loan B facility that were repaid and then reborrowed from new lenders. At September 30, 2025, $4,169 of costs incurred remained to be amortized over the term of the loan.

The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.00% (6.13% as of September 30, 2025). The Term Loan B facility continues to require nominal quarterly principal payments of $2,000, potential additional annual principal payments based on a percentage of excess cash flow and certain secured leverage thresholds, and a final balloon payment due at maturity. Term Loan B borrowings may generally be repaid without penalty. Once repaid, Term Loan B borrowings may not be reborrowed. The Term Loan B facility is subject to the same affirmative and negative covenants that apply to the Revolver (as described below), but is not subject to any financial maintenance covenants. Term Loan B borrowings are secured by the same collateral that secures borrowings under the Revolver, on an equal and ratable basis. The fair value of the Term Loan B facility approximated $450,684 on September 30, 2025 based upon quoted market prices (Level 1 inputs).

On August 1, 2023, Griffon amended and restated the Credit Agreement to increase the maximum borrowing availability under the Revolver from $400,000 to $500,000 and extend the maturity date of the Revolver from March 22, 2025 to August 1, 2028. In the event the 2028 Senior Notes are not repaid, refinanced, or replaced prior to December 1, 2027, the Revolver will mature on December 1, 2027. The amendment also modified certain other provisions of the Credit Agreement, including increasing the letter of credit sub-facility under the Revolver from $100,000 to $125,000 and increasing the customary accordion feature from a minimum of $375,000 to a minimum of $500,000. The Revolver also includes a multi-currency sub-facility of $200,000.

Borrowings under the Revolver may be repaid and re-borrowed at any time. Interest is payable on borrowings at either a SOFR, SONIA or base rate benchmark rate, plus an applicable margin, which adjusts based on financial performance. Griffon's SOFR loans accrue interest at Term SOFR plus a credit adjustment spread and a margin of 1.75% (5.98% at September 30, 2025); SONIA loans accrue interest at SONIA Base Rate plus a credit adjustment spread and a margin of 1.75% (5.75% at September 30, 2025); and base rate loans accrue interest at prime rate plus a margin of 0.75% (8.00% at September 30, 2025).

At September 30, 2025, under the Credit Agreement, there were no outstanding borrowings on the Revolver; outstanding standby letters of credit were $14,328; and $485,672 was available, subject to certain loan covenants, for borrowing at that date.

The Revolver has certain financial maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants and events of default. The negative covenants place limits on Griffon's ability to, among other things, incur indebtedness, incur liens, and make restricted payments and investments. Both the Revolver and Term Loan B borrowings under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the Company and the guarantors.

(c)    On September 28, 2023, the Company closed on the exercise of its lease purchase option, as permitted under the lease agreement, to acquire ownership of the manufacturing facility located in Ocala, Florida for a cash purchase price of $23,207. The Ocala lease had a maturity date in 2025 and bore interest at a fixed rate of approximately 5.6%. As a result of exercising the purchase option, the Company no longer has any future lease obligations related to this real estate. Refer to Note 22 - Leases for additional information.

(d)    In November 2012, Garant G.P. (“Garant”), a Griffon wholly owned subsidiary, entered into a CAD 15,000 revolving credit facility, which expired in December 2024. In January 2025, Garant entered into a new CAD 20,000 revolving credit facility that matures in January 2026 but is renewable upon mutual agreement with the lender. The new facility accrues interest at Canadian Overnight Repo Rate Average ("CORRA") plus a credit adjustment spread and a margin of 1.20% (4.06% as of September 30, 2025). At September 30, 2025, there were no outstanding borrowings under the revolving credit facility with CAD 20,000 ($14,376 as of September 30, 2025) available.
During 2023, Griffon Australia Holdings Pty Ltd and its Australian subsidiaries (collectively, "Griffon Australia") amended its AUD 15,000 receivable purchase facility to AUD 30,000. The receivable purchase facility was renewed in March 2025 and now matures in March 2026, but is renewable upon mutual agreement with the lender. The receivable purchase facility accrues interest at Bank Bill Swap Rate plus 1.25% per annum (4.79% at September 30, 2025). At September 30, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($19,707 as of September 30, 2025) available. The receivable purchase facility is secured by substantially all of the assets of Griffon Australia and its subsidiaries. Griffon Australia is required to maintain a certain minimum equity level.

In July 2018, the AMES Companies UK Ltd and its subsidiaries (collectively, "Ames UK") entered into a GBP 14,000 term loan, GBP 4,000 mortgage loan and GBP 5,000 revolver, which matured in July 2023. Prior to maturity, on June 30, 2023, AMES UK paid off and cancelled the GBP 14,000 term loan and GBP 4,000 mortgage loan. The payoff amounts were GBP 7,525 ($9,543) and GBP 2,451 ($3,108), respectively. Upon maturity in July 2023, the GBP 5,000 revolver had no balance and was not renewed.

(e) The balance in other long-term debt consists primarily of finance leases.