The Scotts Miracle-Gro Company Announces Commencement of Exchange Offer for 5.250% Senior Notes due 2026
April 21 2017 - 2:56PM
The Scotts Miracle-Gro Company (NYSE:SMG) today announced that it
has commenced a registered exchange offer to exchange any and all
of its $250,000,000 aggregate principal amount of 5.250% Senior
Notes due 2026 which were issued in a private placement on December
15, 2016 (the “Original Notes”) for an equal principal amount of
its 5.250% Senior Notes due 2026 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
December 15, 2016 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 May 19, 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the expiration time and may be withdrawn at any time prior to the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 April 21, 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 April 21,
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 April 21, 2017
and the related letter of transmittal.
About ScottsMiracle-GroThe Scotts Miracle-Gro
Company is the world's largest marketer of branded consumer
products for lawn and garden care. The Company's brands are among
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 a joint venture with 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®. For additional information, visit us at
www.scottsmiraclegro.com.
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.
Contact Information
The Scotts Miracle-Gro Company
Jim King
Senior Vice President
Chief Communications Officer
937-578-5622
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