HupCo – AMES Australasia

WA-05029

HupCo Holdings Pty Ltd (**HupCo**) is a special purpose vehicle that has recently been incorporated and does not currently operate any business or hold any other interests (other than 100% of the interests in three special purpose vehicles established for the proposed acquisition). Griffon Australia Holdings Pty Ltd (**Griffon Australia Holdings**), operating as AMES Australasia, is an Australian proprietary limited company and a subsidiary of Griffon Corporation, a U.S. diversified management and holding company that conducts business through wholly-owned subsidiaries. Griffon Corporation is listed on the New York Stock Exchange. Griffon Australia Holdings operates the AMES business in Australia, which is a leading supplier of housing and gardening tools, storage solutions and outdoor lifestyle products. The AMES brand has a longstanding presence in the Australian market and supplies its products through major hardware and retail channels. Griffon AMES HoldCo LLC (**Griffon AMES**) is a U.S. limited liability company that currently holds all of the issued share capital of Griffon Australia Holdings. HupCo (on behalf of the current AMES Australasia management team, and through its wholly-owned subsidiary HupCo ParentCo Pty Ltd) is seeking to acquire an indirect controlling interest in Griffon Australia Holdings. Griffon AMES will retain the remaining indirect interest in Griffon Australia Holdings, in each case through HupCo TopCo Pty Ltd. The transaction will be funded through a combination of equity contributed by HupCo, third-party debt financing and a retained interest held by Griffon AMES.