The Scotts Miracle-Gro Company Announces Commencement of Exchange Offer for 6.000% Senior Notes due 2023
January 10 2017 - 5:01PM
The Scotts Miracle-Gro Company (NYSE:SMG) today announced that it
has commenced a registered exchange offer to exchange any and all
of its $400,000,000 aggregate principal amount of 6.000% Senior
Notes due 2023 which were issued in a private placement on October
13, 2015 (the “Original Notes”) for an equal principal amount of
its 6.000% Senior Notes due 2023 which have been registered under
the Securities Act of 1933, as amended (the “Exchange Notes”).
The exchange offer is being made to satisfy the
Company’s obligations under a registration rights agreement entered
into on October 13, 2015 in connection with the issuance of the
Original Notes, and does not represent a new financing
transaction. The Company will not receive any further
proceeds from the exchange offer.
The terms of the Exchange Notes are substantially
identical to the terms of the Original Notes, except that certain
transfer restrictions, registration rights and additional interest
provisions do not apply to the Exchange Notes. Original Notes
that are not exchanged in the exchange offer will continue to be
subject to the existing transfer restrictions, and the Company will
generally have no further obligation to provide for the
registration of those notes under the Securities Act of 1933, as
amended.
The exchange offer will expire at 11:59 p.m., New
York City time, on February 8, 2017, unless extended by the
Company. Tenders of Original Notes must be validly made at or
prior to the expiration time and may be withdrawn at any time prior
to the expiration time.
The terms of the exchange offer are set forth in a
prospectus dated January 10, 2017 and the related letter of
transmittal. Requests for assistance or for copies of
documents related to the exchange offer, including the prospectus
and the letter of transmittal, should be directed to the exchange
agent, U.S. Bank National Association, at (800) 934-6802.
This press release is not an offer to buy or sell
or the solicitation of an offer to buy or sell any of the
securities described herein, nor shall there be any offer,
solicitation or sale of such securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful. A
registration statement on Form S-4 relating to the exchange offer
was declared effective by the Securities and Exchange Commission on
January 10, 2017. The exchange offer is being made only
pursuant to the exchange offer documents that are being distributed
to holders of the Original Notes, including the prospectus dated
January 10, 2017 and the related letter of transmittal.
About ScottsMiracle-Gro
The Scotts Miracle-Gro Company is the world’s
largest marketer of branded consumer products for lawn and garden
care. The Company’s brands are the most recognized in the
industry. In the U.S., the Company’s Scotts®, Miracle-Gro® and
Ortho® brands are market-leading in their categories, as is the
consumer Roundup® brand, which is marketed near worldwide by Scotts
and owned by Monsanto. In the U.S., we maintain a minority
interest in TruGreen®, the largest residential lawn care service
business, and in Bonnie Plants®, the largest marketer of edible
gardening plants in retail channels. In Europe, the Company’s
brands include Weedol®, Pathclear®, Evergreen®, Levington®,
Miracle-Gro®, KB®, Fertiligène® and Substral®.
Cautionary Note Regarding Forward-Looking
Statements Certain statements in this press release are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as
“expects,” “anticipates,” “targets,” “goals,” “projects,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” variations of
such words and similar expressions are intended to identify such
forward-looking statements. These statements involve a number
of risks and uncertainties. Any forward-looking statements
that we make herein and in any future reports and statements are
not guarantees of future performance, and actual results may differ
materially from those in such forward-looking statements as a
result of various factors, including, without limitation, general
economic conditions and other factors discussed in the “Risk
Factors” section of the Company’s Annual Report on Form 10-K for
the year ended September 30, 2016, as updated from time to time in
our subsequent filings with the Securities and Exchange
Commission. All forward-looking statements made in this press
release are made as of the date hereof, and the risk that actual
results will differ materially from expectations expressed herein
will increase with the passage of time. We undertake no duty
to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise.
However, any further disclosures made on related subjects in our
subsequent filings, releases or presentations should be
consulted.
The Scotts Miracle-Gro Company
Jim King
Senior Vice President
Chief Communications Officer
937-578-5622
Scotts Miracle Gro (NYSE:SMG)
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