Item 1.01.
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Entry into a Material Definitive Agreement.
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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.