CENTRAL GARDEN & PET CO false 0000887733 0000887733 2020-10-16 2020-10-16 0000887733 us-gaap:CommonStockMember 2020-10-16 2020-10-16 0000887733 cent:ClassACommonStockMember 2020-10-16 2020-10-16

 

 

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 16, 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.

Completion of Sale of Senior Notes due 2030

On October 16, 2020, Central Garden & Pet Company (the “Company”) completed the sale of $500,000,000 aggregate principal amount of 4.125% Senior Notes due 2030 (the “2030 Senior Notes”). As previously reported, the Company sold the 2030 Senior Notes pursuant to an underwriting agreement, dated October 1, 2020 (the “Underwriting Agreement”), among the Company, the subsidiary guarantors party thereto (the “Subsidiary Guarantors”) and BofA Securities, Inc., as representative of the several underwriters named in the Underwriting Agreement.

The 2030 Senior Notes are governed by, and were issued pursuant to, the Indenture, dated as of March 8, 2010 (the “Base Indenture”), by and between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by that Eleventh Supplemental Indenture, dated as of October 16, 2020, by and among the Company, the Subsidiary Guarantors named therein and the Trustee (the “Eleventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Indenture provides, among other things, that the 2030 Senior Notes will bear interest at a rate of 4.125% per annum, payable on October 15 and April 15 of each year, commencing April 15, 2021. The 2030 Senior Notes will mature on October 15, 2030. The Indenture contains customary covenants and events of default, including failure to pay principal or interest on the 2030 Senior Notes when due, among others.

The 2030 Senior Notes are unsecured senior obligations of the Company and rank equally in right of payment with the Company’s existing and future senior debt, including the Company’s existing senior notes, and senior in right of payment to all of the Company’s future subordinated debt. The Company’s obligations under the 2030 Senior Notes are fully and unconditionally guaranteed by the Subsidiary Guarantors (the “Guarantees”). The Guarantees are unsecured senior obligations of the Subsidiary Guarantors and rank equally in right of payment with all of the Subsidiary Guarantors’ existing and future senior debt, including the Company’s existing senior notes, and senior in right of payment to all of the Subsidiary Guarantors’ future subordinated debt. The 2030 Senior Notes and the Guarantees will be effectively subordinated to all of the Company’s existing and future secured debt, including obligations under the Company’s senior secured revolving credit facility, to the extent of the value of the collateral securing such debt. In addition, the 2030 Senior Notes will be structurally subordinated to the liabilities of the Company’s non-guarantor subsidiaries.

The foregoing description is qualified in its entirety by reference to the full text of the Eleventh Supplemental Indenture (which includes the form of the 2030 Senior Notes and the Guarantees), which is filed herewith as Exhibit 4.1.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
Number

  

Description

  4.1    Eleventh Supplemental Indenture, dated as of October 16, 2020, by and among the Company, certain guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 4.125% Senior Notes due 2030.
  5.1    Opinion of Orrick, Herrington & Sutcliffe LLP regarding the 4.125% Senior Notes due 2030 and the related guarantees.
  5.2   

Opinion of Snell & Wilmer L.L.P. regarding the IMS Southern, LLC, IMS Trading, LLC, Quality Pets, LLC, Midwest Tropicals LLC and Farnam Companies, Inc. guarantees of the 4.125% Senior Notes due 2030.

  5.3   

Opinion of Faegre Drinker Biddle & Reath LLP regarding the C & S Products Co., Inc. guarantee of the 4.125% Senior Notes due 2030.

  5.4    Opinion of Taylor English Duma LLP regarding the Gro Tec, Inc. guarantee of the 4.125% Senior Notes due 2030.

 

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  5.5    Opinion of Taylor English Duma LLP regarding the Pets International, Ltd. guarantee of the 4.125% Senior Notes due 2030.
  5.6    Opinion of Taylor English Duma LLP regarding the Gulfstream Home & Garden, Inc. guarantee of the 4.125% Senior Notes due 2030.
  5.7    Opinion of Godfrey & Kahn, S.C. regarding the Kaytee Products Incorporated and All-Glass Aquarium Co., Inc. guarantees of the 4.125% Senior Notes due 2030.
  5.8    Opinion of Honigman LLP regarding the Arden Companies, LLC guarantee of the 4.125% Senior Notes due 2030.
23.1    Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
23.2    Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.2).
23.3    Consent of Taylor English Duma LLP (included in Exhibits 5.4, 5.5 and 5.6).
23.4    Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.7).
23.5    Consent of Honigman LLP (included in Exhibit 5.8).
23.6    Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.3).
 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 16, 2020

 

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