CENTRAL GARDEN & PET CO false 0000887733 0000887733 2020-10-01 2020-10-01 0000887733 us-gaap:CommonStockMember 2020-10-01 2020-10-01 0000887733 cent:ClassACommonStockMember 2020-10-01 2020-10-01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2020

 

 

Central Garden & Pet Company

(Exact name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-33268   68-0275553
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)

1340 Treat Boulevard, Suite 600, Walnut Creek, California 94597

(Address of Principal Executive offices)                     (Zip Code)

(925) 948-4000

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Common Stock    CENT    The NASDAQ Stock Market LLC
Class A Common Stock    CENTA    The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


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.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
Number

  

Description

1.1    Underwriting Agreement, dated October 1, 2020, by and among the Company, the subsidiary guarantors party thereto and the underwriters party thereto, in connection with the offering of $500,000,000 aggregate principal amount of the Company’s 4.125% Senior Notes due 2030.
99.1    Press release, dated October 1, 2020, announcing offering of Senior Notes due 2030.
99.2    Press release, dated October 1, 2020, announcing the pricing of $500,000,000 aggregate principal amount of 4.125% Senior Notes due 2030.
104    Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CENTRAL GARDEN & PET COMPANY
By:  

/s/ George A. Yuhas

  George A. Yuhas
  General Counsel and Secretary

Dated: October 6, 2020

 

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