Item 1.01. Entry into a Material Definitive Agreement.
On October 1, 2020, Central Garden & Pet Company (the “Company”) sold $500,000,000 aggregate principal amount of 4.125% Senior Notes due 2030 (the “2030 Senior Notes”) pursuant to an underwriting agreement, dated October 1, 2020 (the “Underwriting Agreement”), among the Company, the subsidiary guarantors party thereto and BofA Securities, Inc, as representative of the several underwriters named in the Underwriting Agreement. The 2030 Senior Notes were offered and sold pursuant to the Company’s registration statement on Form S-3 filed on December 7, 2017, as amended (file no. 333-221935).
The Company intends to use a portion of the proceeds (net of fees and expenses incurred in connection with the offering) from the sale of the 2030 Senior Notes to redeem all of its outstanding 6.125% senior notes due 2023 (the “2023 notes”) at a redemption price of 101.531% thereof, plus accrued and unpaid interest to the redemption date, and to pay related fees and expenses, with the remainder for general corporate purpose. This Current Report on Form 8-K does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the 2023 notes.
The 2030 Senior Notes will be issued pursuant to the Indenture dated as of March 8, 2010 by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), to be supplemented by an Eleventh Supplemental Indenture by and among the Company, the guarantors named therein and the Trustee.
The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1.
Forward-Looking Statements
This report includes “forward-looking statements” concerning our intended use of proceeds of the 2030 Senior Notes. These forward-looking statements are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith, and we believe there is a reasonable basis for them, but we cannot assure you that our expectations, beliefs and projections will be realized.
There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Important factors that could cause our actual results to differ materially from the forward-looking statements we make in this report are set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 28, 2019 and in our other reports we file with the Securities and Exchange Commission. If any of these risks or uncertainties materializes, or if any of our underlying assumptions is incorrect, our actual results may differ significantly from the results that we express in, or imply by, any of our forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances, except as required by law.