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.



Central Garden & Pet Company


Security description:

Senior Notes due 2030 (the “notes”)


Aggregate principal amount:



Gross proceeds:



Maturity date:

October 15, 2030





Issue price:

100.000%, plus accrued and unpaid interest from October 16, 2020, if any


Yield to maturity:



Interest payment dates:

October 15 and April 15, commencing April 15, 2021


Optional redemption:

Make-whole call at T+50 bps prior to October 15, 2025


  On or after October 15, 2025, at the prices set forth below (expressed as percentages of the principal amount), plus accrued and unpaid interest:


On or after:


October 15, 2025


October 15, 2026


October 15, 2027


October 15, 2028 and thereafter




Optional redemption with equity proceeds:

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


Change of control:

Putable at 101% of the principal amount, plus accrued and unpaid interest


Trade date:

October 1, 2020



October 16, 2020 (T+10)


  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.



153527 AN6 / US153527AN61


Legal format:

SEC registered



$2,000 and integral multiples of $1,000 in excess thereof


Joint Book-Running Managers:

BofA Securities, Inc.
  J.P. Morgan Securities LLC
  Truist Securities, Inc.


BMO Capital Markets Corp.
  KeyBanc Capital Markets Inc.
  U.S. Bancorp Investments, Inc.



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



these documents for free by visiting EDGAR on the SEC website at 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.