Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
October 01 2020 - 5:06PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement dated October 1, 2020 and
the Prospectus dated December 7, 2017
Registration Statement No. 333-221935
Dated: October 1, 2020
Central Garden & Pet Company
Pricing Term Sheet
Change in Size of
Offering:
The aggregate principal amount of the notes to be issued in the offering increased from $400,000,000 to $500,000,000. As a result, all
information (including financial information) presented in the Preliminary Prospectus Supplement is deemed to be updated to reflect this increase, including the corresponding reference to the amount of the notes in the Capitalization
section. The net proceeds from the increased amount of the offering will be used for general corporate purposes.
Issuer:
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Central Garden & Pet Company
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Security description:
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Senior Notes due 2030 (the notes)
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Aggregate principal amount:
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$500,000,000
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Gross proceeds:
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$500,000,000
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Maturity date:
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October 15, 2030
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Issue price:
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100.000%, plus accrued and unpaid interest from October 16, 2020, if any
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Yield to maturity:
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4.125%
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Interest payment dates:
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October 15 and April 15, commencing April 15, 2021
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Optional redemption:
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Make-whole call at T+50 bps prior to October 15, 2025
|
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On or after October 15, 2025, at the prices set forth below (expressed as percentages of the principal amount), plus accrued and unpaid interest:
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|
|
|
|
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On or after:
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Price:
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October 15, 2025
|
|
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102.063
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%
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October 15, 2026
|
|
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101.375
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%
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October 15, 2027
|
|
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100.688
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%
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October 15, 2028 and thereafter
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|
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100.000
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%
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Optional redemption with equity proceeds:
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Prior to October 15, 2023, up to 40% at a redemption price equal to 104.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon
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Change of control:
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Putable at 101% of the principal amount, plus accrued and unpaid interest
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Trade date:
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October 1, 2020
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Settlement:
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October 16, 2020 (T+10)
|
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We expect to deliver the notes against payment therefor on or about October 16, 2020, which is expected to be the 10th business day following the pricing of the notes (such settlement being referred to as
T+10). Pursuant to Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade notes on any date prior to the second business day before delivery will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternative settlement
arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes on the date of pricing and on the next two succeeding business days should consult their own advisors.
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CUSIP/ISIN:
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153527 AN6 / US153527AN61
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Legal format:
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SEC registered
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Denominations/multiple:
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$2,000 and integral multiples of $1,000 in excess thereof
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Joint Book-Running Managers:
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BofA Securities, Inc.
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J.P. Morgan Securities LLC
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Co-Managers:
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BMO Capital Markets Corp.
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KeyBanc Capital Markets Inc.
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U.S. Bancorp Investments, Inc.
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This communication is
intended for the sole use of the person to whom it is provided by us.
The issuer has filed a registration statement (including a prospectus and a
prospectus supplement) with the U.S. Securities and Exchange Commission (the SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration
statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain
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these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus and the prospectus supplement if you request them by calling BofA Securities, Inc. toll-free at
1-800-294-1322 or J.P. Morgan Securities LLC collect at 1-212-834-4533 or Truist Securities, Inc. toll-free at 1-800-685-4786.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or other notice was
automatically generated as a result of this communication being sent with Bloomberg or another email system.
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