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v3.25.1

LONG-TERM DEBT | 6 Months Ended
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Mar. 31, 2025
Debt Disclosure [Abstract] |
LONG-TERM DEBT | LONG-TERM DEBT Debt at March 31, 2025 and September 30, 2024 consisted of the following:
|  | At March 31, 2025 |  | At September 30, 2024
|  | Outstanding Balance |  | Original Issuer Premium/(Discount) |  | Capitalized Fees & Expenses |  | Balance Sheet |  |  | Coupon Interest Rate |  | Outstanding Balance |  | Original Issuer Premium/(Discount) |  | Capitalized Fees & Expenses |  | Balance Sheet |  |  | Coupon Interest Rate
Senior notes due 2028 | (a) | $ | 974,775 |  |  | $ | 145 |  |  | (5,890) |  |  | $ | 969,030 |  |  |  | 5.75 | % |  | $ | 974,775 |  |  | $ | 169 |  |  | $ | (6,900) |  |  | $ | 968,044 |  |  |  | 5.75 | %
Term Loan B due 2029 | (b) | 453,000 |  |  | (530) |  |  | (4,795) |  |  | 447,675 |  |  |  | Variable |  | 457,000 |  |  | (599) |  |  | (5,420) |  |  | 450,981 |  |  |  | Variable
Revolver due 2028 | (b) | 122,500 |  |  | — |  |  | (2,486) |  |  | 120,014 |  |  |  | Variable |  | 107,500 |  |  | — |  |  | (2,859) |  |  | 104,641 |  |  |  | Variable
Non US lines of credit | (c) | — |  |  | — |  |  | (72) |  |  | (72) |  |  |  | Variable |  | — |  |  | — |  |  | (2) |  |  | (2) |  |  |  | Variable
Other long term debt | (d) | 324 |  |  | — |  |  | — |  |  | 324 |  |  |  | Variable |  | 410 |  |  | — |  |  | (22) |  |  | 388 |  |  |  | Variable
Totals |  | 1,550,599 |  |  | (385) |  |  | (13,243) |  |  | 1,536,971 |  |  |  |  |  | 1,539,685 |  |  | (430) |  |  | (15,203) |  |  | 1,524,052 |  |  |  |
less: Current portion |  | (8,133) |  |  | — |  |  | — |  |  | (8,133) |  |  |  |  |  | (8,155) |  |  | — |  |  | — |  |  | (8,155) |  |  |  |
Long-term debt |  | $ | 1,542,466 |  |  | $ | (385) |  |  | $ | (13,243) |  |  | $ | 1,528,838 |  |  |  |  |  | $ | 1,531,530 |  |  | $ | (430) |  |  | $ | (15,203) |  |  | $ | 1,515,897 |  |  |  |
Interest expense for the three and six months ended March 31, 2025 and 2024 consists of the following:
|  | Three Months Ended March 31, 2025 |  | Three Months Ended March 31, 2024
|  | Effective Interest Rate |  | Cash Interest |  | Amort. Debt (Premium)/Discount |  | Amort. Debt Issuance Costs & Other Fees |  | Total Interest Expense |  | Effective Interest Rate |  | Cash Interest |  | Amort. Debt (Premium)/Discount |  | Amort. Debt Issuance Costs & Other Fees |  | Total Interest Expense
Senior notes due 2028 | (a) | 6.0 | % |  | $ | 14,020 |  |  | $ | (12) |  |  | $ | 505 |  |  | $ | 14,513 |  |  | 6.0 | % |  | $ | 14,012 |  |  | $ | (12) |  |  | $ | 505 |  |  | $ | 14,505 |
Term Loan B due 2029 | (b) | 6.8 | % |  | 7,328 |  |  | 34 |  |  | 312 |  |  | 7,674 |  |  | 8.2 | % |  | 9,027 |  |  | 42 |  |  | 331 |  |  | 9,400 |
Revolver due 2028 | (b) | Variable |  | 1,669 |  |  | — |  |  | 187 |  |  | 1,856 |  |  | Variable |  | 2,231 |  |  | — |  |  | 187 |  |  | 2,418 |
Non US lines of credit | (c) | Variable |  | 72 |  |  | — |  |  | 15 |  |  | 87 |  |  | Variable |  | 14 |  |  | — |  |  | 4 |  |  | 18 |
Other long term debt | (d) | Variable |  | 19 |  |  | — |  |  | — |  |  | 19 |  |  | Variable |  | 115 |  |  | — |  |  | 1 |  |  | 116 |
Capitalized interest |  |  |  | (219) |  |  | — |  |  | — |  |  | (219) |  |  |  |  | (308) |  |  | — |  |  | — |  |  | (308) |
Totals |  |  |  | $ | 22,889 |  |  | $ | 22 |  |  | $ | 1,019 |  |  | $ | 23,930 |  |  |  |  | $ | 25,091 |  |  | $ | 30 |  |  | $ | 1,028 |  |  | $ | 26,149 |
(a) During 2020, Griffon issued, at par, $1,000,000 of 5.75% Senior Notes due 2028 (the “2028 Senior Notes”). Proceeds from the 2028 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 2028 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 2028 Senior Notes in the open market at a weighted average discount of 91.82% of par, or $23,161. As of March 31, 2025, outstanding 2028 Senior Notes due totaled $974,775; interest is payable semi-annually on March 1 and September 1. The 2028 Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic subsidiaries, and subject to certain covenants, limitations and restrictions. The 2028 Senior Notes were registered under the Securities Act of 1933, as amended (the "Securities Act") via an exchange offer. The fair value of the 2028 Senior Notes approximated $950,406 on March 31, 2025 based upon quoted market prices (Level 1 inputs). At March 31, 2025, $5,890 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 prepaid $325,000 aggregate principal amount of the Term Loan B, which permanently reduced the outstanding balance. As of March 31, 2025, the Term Loan B outstanding balance was $453,000. On June 26, 2024, Griffon further amended its Credit Agreement to favorably reprice the Term Loan B facility. The amendment reduced the margin above Secured Overnight Financing Rate ("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 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 March 31, 2025, $4,795 of costs incurred remained to be amortized. The Term Loan B bears interest at the Term SOFR rate plus a spread of 2.00% (6.32% as of March 31, 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 $453,000 on March 31, 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, Sterling Overnight Index Average ("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% (6.17% at March 31, 2025) and base rate loans accrue interest at prime rate plus a margin of 0.75% (8.25% at March 31, 2025). At March 31, 2025, under the Credit Agreement, there was $122,500 in outstanding borrowings on the Revolver; outstanding standby letters of credit were $12,990; and $364,510 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) 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 1.2% (4.27% as of March 31, 2025). At March 31, 2025 there was no balance outstanding under the facility with CAD 20,000 ($13,992 as of March 31, 2025) available for borrowing. The facility is secured by substantially all of the assets of Garant. Garant is required to maintain a certain minimum equity and a minimum interest coverage ratio. 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 as of 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% (5.35% at March 31, 2025). At March 31, 2025, there was no balance outstanding under the receivable purchase facility with AUD 30,000 ($18,918 as of March 31, 2025) available for borrowing. 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. (d) In February 2024, Griffon repaid in full a loan with the Pennsylvania Industrial Development Authority. The balance in other long-term debt consists primarily of finance leases. At March 31, 2025, Griffon and its subsidiaries were in compliance with the terms and covenants of its credit and loan agreements.

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