The Scotts Miracle-Gro Company Announces Expiration and Results of Exchange Offer for 5.250% Senior Notes due 2026
May 22 2017 - 8:00AM
The Scotts Miracle-Gro Company (NYSE:SMG) today announced the
expiration and results of its previously announced 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 expired at 11:59 p.m., New York City time, on
May 19, 2017. As of that time, $250,000,000 aggregate
principal amount, or 100%, of the Original Notes had been validly
tendered for exchange and not validly withdrawn. All of the
Original Notes validly tendered and not validly withdrawn were
accepted for exchange in the exchange offer. The Company
expects that settlement of the exchange offer will occur on or
about May 24, 2017.
The exchange offer was 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 exchange
offer was made upon the terms and conditions set forth in the
exchange offer documents distributed to holders of the Original
Notes, including a prospectus dated April 20, 2017 and the related
letter of transmittal.
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.
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 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®.
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
Scotts Miracle Gro (NYSE:SMG)
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