The Scotts Miracle-Gro Company Announces Expiration and Results of Exchange Offer for 4.375% Senior Notes due 2032

Rhea-AI Summary

The Scotts Miracle-Gro Company (NYSE: SMG) announced the successful completion of an exchange offer for its $400 million 4.375% Senior Notes due 2032. The offer expired on January 10, 2022, with 100% of the Original Notes tendered. The exchange aims to satisfy obligations under a registration rights agreement from August 2021. Settlement is expected around January 26, 2022. This exchange does not represent new financing but is part of compliance with regulatory requirements.

Positive

• Successful completion of exchange offer for $400 million Senior Notes.
• All Original Notes (100%) were validly tendered for exchange.

Negative

• None.

MARYSVILLE, Ohio, Jan. 21, 2022 (GLOBE NEWSWIRE) -- The Scotts Miracle-Gro Company (NYSE: SMG) today announced the expiration and results of its previously announced registered exchange offer to exchange any and all of its $400,000,000 aggregate principal amount of 4.375% Senior Notes due 2032, which were issued in a private placement on August 13, 2021 (the “Original Notes”), for an equal principal amount of its 4.375% Senior Notes due 2032, which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”).

The exchange offer expired at 11:59 p.m., New York City time, on January 10, 2022. As of that time, $400,000,000 aggregate principal amount, or 100.0%, of the Original Notes had been validly tendered for exchange and not validly withdrawn. All of the Original Notes validly tendered and not validly withdrawn were accepted for exchange in the exchange offer. The Company expects that settlement of the exchange offer will occur on or about January 26, 2022.  

The exchange offer was made to satisfy the Company’s obligations under a registration rights agreement entered into on August 13, 2021 in connection with the issuance of the Original Notes, and does not represent a new financing transaction. The exchange offer was made upon the terms and conditions set forth in the exchange offer documents distributed to holders of the Original Notes, including a prospectus dated December 22, 2021 and the related letter of transmittal.

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.

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. Another wholly-owned subsidiary, The Hawthorne Collective, has been established to invest in emerging areas of the cannabis industry. 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 was the result of Scotts Miracle-Gro's exchange offer for its Senior Notes?

Scotts Miracle-Gro successfully exchanged $400 million of its 4.375% Senior Notes due 2032 with 100% validly tendered.

When did the exchange offer for SMG's Senior Notes expire?

The exchange offer for the Senior Notes expired on January 10, 2022.

What is the expected settlement date for the exchange offer of SMG's Senior Notes?

Settlement for the exchange offer is expected on or around January 26, 2022.

Does the exchange offer represent new financing for SMG?

No, the exchange offer does not represent a new financing transaction.

Why did Scotts Miracle-Gro conduct an exchange offer for its Senior Notes?

The exchange offer was made to satisfy obligations under a registration rights agreement.