The Scotts Miracle-Gro Company Announces Commencement of Exchange Offer for 4.000% Senior Notes due 2031

Rhea-AI Summary

The Scotts Miracle-Gro Company (NYSE: SMG) announced a registered exchange offer for its $500 million 4.000% Senior Notes due 2031, originally issued in a private placement on March 17, 2021. This exchange is to fulfill obligations under a prior registration rights agreement and will not generate new financing for the company. The exchange offer expires on January 20, 2022, with no proceeds expected from the transaction. The terms of the new notes are largely the same as the original ones, minus certain transfer restrictions. For more details, contact the exchange agent, U.S. Bank National Association.

Positive

• The exchange offer allows the company to satisfy obligations under a prior agreement without new financing.
• The terms of the Exchange Notes are substantially identical to the Original Notes, maintaining investor confidence.

Negative

• No additional proceeds will be generated from the exchange offer, limiting potential cash inflow.
• Original Notes not exchanged will remain subject to transfer restrictions, potentially limiting liquidity for some investors.

MARYSVILLE, Ohio, Dec. 22, 2021 (GLOBE NEWSWIRE) -- The Scotts Miracle-Gro Company (NYSE: SMG) today announced that it has commenced a registered exchange offer to exchange any and all of its $500,000,000 aggregate principal amount of 4.000% Senior Notes due 2031 which were issued in a private placement on March 17, 2021 (the “Original Notes”) for an equal principal amount of its 4.000% Senior Notes due 2031 which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”).

The exchange offer is being made to satisfy the Company’s obligations under a registration rights agreement entered into on March 17, 2021 in connection with the issuance of the Original Notes, and does not represent a new financing transaction. The Company will not receive any further proceeds from the exchange offer.

The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that certain transfer restrictions, registration rights and additional interest provisions do not apply to the Exchange Notes. Original Notes that are not exchanged in the exchange offer will continue to be subject to the existing transfer restrictions, and the Company will generally have no further obligation to provide for the registration of those notes under the Securities Act of 1933, as amended.

The exchange offer will expire at 11:59 p.m., New York City time, on January 20, 2022, unless extended by the Company. Tenders of Original Notes must be validly made at or prior to the expiration time and may be withdrawn at any time prior to the expiration time.

The terms of the exchange offer are set forth in a prospectus dated December 22, 2021 and the related letter of transmittal. Requests for assistance or for copies of documents related to the exchange offer, including the prospectus and the letter of transmittal, should be directed to the exchange agent, U.S. Bank National Association, at (800) 934-6802.

This press release is not an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described herein, nor shall there be any offer, solicitation or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. A registration statement on Form S-4 relating to the exchange offer was declared effective by the Securities and Exchange Commission on December 22, 2021. The exchange offer is being made only pursuant to the exchange offer documents that are being distributed to holders of the Original Notes, including the prospectus dated December 22, 2021 and the related letter of transmittal.

About ScottsMiracle-Gro

With approximately $4.9 billion in sales, the Company is one of the world’s largest marketers of branded consumer products for lawn and garden care. The Company’s brands are among the most recognized in the industry. The Company’s Scotts®, Miracle-Gro® and Ortho® brands are market-leading in their categories. The Company’s wholly owned subsidiary, The Hawthorne Gardening Company, is a leading provider of nutrients, lighting and other materials used in the indoor and hydroponic growing segment. For additional information, visit us at www.scottsmiraclegro.com.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release, other than statements of historical fact, which address activities, events and developments that the Company expects or anticipates will or may occur in the future, including, but not limited to, information regarding the future economic performance and financial condition of the Company, the plans and objectives of the Company’s management, and the Company’s assumptions regarding such performance and plans are “forward-looking statements” within the meaning of the U.S. federal securities laws that are subject to risks and uncertainties. These forward-looking statements generally can be identified as statements that include phrases such as “guidance,” “outlook,” “projected,” “believe,” “target,” “predict,” “estimate,” “forecast,” “strategy,” “may,” “goal,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Actual results could differ materially from the forward-looking information in this release due to a variety of factors, including, but not limited to:

• The ongoing COVID-19 pandemic could have a material adverse effect on the Company’s business, results of operation, financial condition and/or cash flows;
• Compliance with environmental and other public health regulations or changes in such regulations or regulatory enforcement priorities could increase the Company’s costs of doing business or limit the Company’s ability to market all of its products;
• Damage to the Company’s reputation or the reputation of its products or products it markets on behalf of third parties could have an adverse effect on its business;
• If the Company underestimates or overestimates demand for its products and does not maintain appropriate inventory levels, its net sales and/or working capital could be negatively impacted;
• If the Company is unable to effectively execute its e-commerce business, its reputation and operating results may be harmed;
• Because of the concentration of the Company’s sales to a small number of retail customers, the loss of one or more of, or significant reduction in orders from, its top customers could adversely affect the Company’s financial results;
• Climate change and unfavorable weather conditions could adversely impact financial results;
• Certain of the Company’s products may be purchased for use in new or emerging industries or segments and/or be subject to varying, inconsistent, and rapidly changing laws, regulations, administrative practices, enforcement approaches, judicial interpretations and consumer perceptions;
• The Company’s operations may be impaired if its information technology systems fail to perform adequately or if it is the subject of a data breach or cyber-attack;
• The Company may not be able to adequately protect its intellectual property and other proprietary rights that are material to the Company’s business;
• In the event the Third Restated Marketing Agreement for consumer Roundup products terminates, or Monsanto’s consumer Roundup business materially declines the Company would lose a substantial source of future earnings and overhead expense absorption;
• Hagedorn Partnership, L.P. beneficially owns approximately 26% of the Company’s common shares and can significantly influence decisions that require the approval of shareholders;
• Acquisitions, other strategic alliances and investments could result in operating difficulties, dilution and other harmful consequences that may adversely impact the Company’s business and results of operations.
  

Additional detailed information concerning a number of the important factors that could cause actual results to differ materially from the forward-looking information contained in this release is readily available in the Company’s publicly filed quarterly, annual and other reports. The Company disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.

Contact:

Jim King
Executive Vice President
Investor Relations & Corporate Affairs
937-578-5622

FAQ

What is the Scotts Miracle-Gro Company exchange offer for SMG?

The exchange offer allows the exchange of $500 million of 4.000% Senior Notes due 2031 for registered notes, fulfilling previous obligations.

When does the exchange offer for SMG expire?

The exchange offer expires at 11:59 p.m. NYC time on January 20, 2022.

What happens if the Original Notes are not exchanged?

They will continue to be subject to existing transfer restrictions and the company will not provide further registration.

Will Scotts Miracle-Gro receive proceeds from the exchange offer?

No, the company will not receive any further proceeds from the exchange offer.

Are the terms of the Exchange Notes different from the Original Notes for SMG?

No, the terms are substantially identical, except for certain transfer restrictions and registration rights.