Central Garden & Pet Announces Completion of Early Settlement & Receipt of Required Consents to Its Tender Offer & Consent So...
March 08 2010 - 8:30AM
Business Wire
Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA)
(“Central”) today announced that it has received tenders and
consents from the holders of $135,182,000 in aggregate principal
amount, or approximately 90.1 percent, of its outstanding
$150,000,000 9-1/8% Senior Subordinated Notes due 2013 (the
“Notes”) as of the expiration of the consent payment deadline,
which was March 5, 2010, at 5:00 p.m., New York City time (the
“Consent Deadline”). This is pursuant to its previously announced
tender offer and consent solicitation.
On March 5, 2010, Central accepted for purchase and payment (the
“Early Settlement”) all of the Notes that were validly tendered at
or prior to the Consent Deadline. Payment for the Notes pursuant to
the Early Settlement is expected to be made today (the “Early
Settlement Date”). Holders of Notes who tendered their Notes at or
prior to the Consent Deadline will receive $1,015.21 for each
$1,000 principal amount of the Notes validly tendered (which
includes the consent payment of $15.21 per $1,000 principal amount
of Notes), plus any accrued and unpaid interest up to, but not
including, the Early Settlement Date.
The consents received exceeded the number required to approve
the proposed amendments to the indenture under which the Notes were
originally issued (the “Indenture”). Based on these consents, on
March 8, 2010, Central and the trustee under the Indenture entered
into a supplemental indenture that eliminates substantially all of
the restrictive covenants and certain event of default provisions
and modifies certain other provisions of the Indenture.
The terms of the tender offer and consent solicitation for the
Notes are detailed in Central’s Offer to Purchase and Consent
Solicitation Statement dated February 22, 2010 (the “Offer to
Purchase”). Holders who tender their Notes after the Consent
Deadline will receive $1,000 per $1,000 in principal amount of the
Notes validly tendered. The tender offer is scheduled to expire at
midnight, New York City time on March 19, 2010. Central intends to
redeem any Notes, which are currently callable, that remain
outstanding after the expiration date of the tender offer on April
20, 2010 and to exercise its rights under the Indenture to satisfy
and discharge the Indenture governing the Notes.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, purchase or sale
would be unlawful. The tender offer is being made solely pursuant
to the Offer to Purchase and related transmittal documents.
Requests for documents may be directed to Georgeson Inc., the
Information Agent, at (888) 877-5418 or (212) 440-9800.
J.P. Morgan Securities Inc. has been engaged to act as Dealer
Manager for the tender offer and Solicitation Agent for the Consent
Solicitation. Questions regarding the tender offer and Consent
Solicitation may be directed to J.P. Morgan Securities Inc. at
(800) 245-8812.
Central Garden & Pet Company is a leading innovator,
marketer and producer of quality branded products for the lawn
& garden and pet supplies markets. Committed to new product
innovation, our products are sold to specialty independent and mass
retailers. Participating categories in Lawn & Garden include:
Grass seed including the brands PENNINGTON®, SMART SEED™ and THE
REBELS™; wild bird feed and the brands PENNINGTON® and KAYTEE®;
weed and insect control and the brands AMDRO®, SEVIN®, IRONITE® and
Over 'N Out®; and decorative outdoor patio products and the brands
NORCAL®, NEW ENGLAND POTTERY® and MATTHEWS FOUR SEASONS™. We also
provide a host of other regional and application-specific garden
brands and supplies. Participating categories in Pet include:
Animal health and the brands ADAMS™ and ZODIAC®; aquatics and
reptile and the brands OCEANIC®, AQUEON® and ZILLA®; bird &
small animal and the brands KAYTEE®, SUPER PET® and CRITTER TRAIL®;
dog & cat and the brands TFH™, NYLABONE®, FOUR PAWS®, PINNACLE®
and AVODENN®; and equine and the brands FARNAM®, BRONCO® and SUPER
MASK®. We also provide a host of other application-specific Pet
brands and supplies. Central Garden & Pet Company is based in
Walnut Creek, California, and has approximately 4,000 employees,
primarily in North America and Europe. For additional information
on Central Garden & Pet Company, including access to Central’s
SEC filings, please visit Central’s website at www.central.com.
“Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995: The statements contained in this release which
are not historical, including statements relating to the tender
offer and subsequent note redemption, are forward-looking
statements that are subject to risks and uncertainties that could
cause actual results to differ materially from those set forth or
implied by forward-looking statements. These risks and
uncertainties include, but are not limited to, the satisfaction of
conditions to the tender offer, and those risks and uncertainties
described in Central’s Annual Report on Form 10-K, filed November
20, 2009 and Central’s Quarterly Report on Form 10-Q, filed
February 4, 2010, and other Securities and Exchange Commission
filings. Central undertakes no obligation to publicly update these
forward-looking statements to reflect new information, subsequent
events or otherwise.
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