Voss supports strategic review at Griffon. An opportunity to create value may emerge

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Company: Griffon (GFF)

Activist: Voss Capital

Percentage of ownership: 5.17%

Average cost: $25.91

Activist Comment: Voss is a Houston-based hedge fund that focuses on low-track special situations. They are not traditional activists, but they have successfully used activism as a tool in the past.

What is happening?

On August 15th, Voss expressed support for Griffon’s announcement in May 2022 that the board has initiated a review of strategic alternatives, including a possible sale, merger, divestiture, recapitalization or other strategic transaction. Earlier, at the company’s annual meeting, Voss began a proxy contest and successfully won a board seat for HC Charles Diao, one of two nominees for Voss’ directorship.

In the wings

Voss said for the first time to hold Griffon in their Q3 2021 Filing 13F. On November 23, 2021before exceeding 5% ownership, he nominated three directors for election to the board and later narrowed his slate to two directors.

Throughout their proxy fight, the company has issued letters and presentations detailing its belief that Griffon has poor corporate governance and excessive executive compensation, and that the company should begin a strategic review. In a January 2022 presentation, he said Griffon stock could be worth $50/share (it’s currently in the $30 range) through the implementation of a plan that includes (i) selling defense electronics business, (ii) exploring alternatives for Home and Building Products, (iii) using cash to reduce debt and pay a special dividend, (iv) adjusting general business and (v) improve Consumer segment margins. Voss also criticized Griffon’s mergers and acquisitions strategy, specifically pointing to its disapproval of company acquisition of Hunter Fan for $845 million from MidOcean Partners. Ultimately, at the 2022 Annual Meetingshareholders elected one of Voss’ director candidates, HC Charles Diao, to the board where he is currently a director.

Fast forward six months: Voss has now increased its stake from 2.3% to 5.2% today. In its 13D filing, the company states that it is “satisfied with the issuer’s announcement in May 2022 that the board had initiated a process to review a full range of strategic alternatives to maximize shareholder value, including a sale, merger, divestiture, recapitalization or other strategic transaction.” Voss then noted that she had increased her investment hoping that the strategic review would lead to a transaction that unlocked value.

So the hardest part is done. Voss launched a proxy fight, won a seat on the board and now approves the company’s strategic review. From Griffin sold its defense electronics business earlier this year for $330 million, the strategic focus is likely focused on a potential sale of the Home and Building Products business.

This is not the first time that Voss has done a strategic thesis in a holding company. In their 13D on Benefytt Technologies filed in December 2019they highlighted the company’s strategic opportunities and active M&A environment in this space – Benefytt Technologies was acquired by Madison Dearborn Partners in August 2020. Also in January 2020Voss filed a 13D on Rosetta Stone with no Element 4 language, but the company was acquired by Cambium Learning on October 15, 2020.

There are several reasons to expect that a strategic transaction is likely to take place here: (a) the presence of Voss in the boardroom, (b) the company has already sold the business of defense electronics after Voss pleaded for it, and (c) the company announces that they are now pursuing further strategic review. Additionally, the next annual meeting of shareholders will be in February 2023 and for the first time, the Griffon will have a majority of directors (9 out of 14) up for election as they recently began the process of board declassification. So if the company doesn’t respond to Voss’s suggestions, the company could start another proxy battle for majority control this time.

Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and he is the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist investments 13D. Griffon is a participation in the fund. Squire is also the creator of the AESG™ investment category, an activist style of investing focused on improving the ESG practices of portfolio companies.

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