The Scotts Miracle-Gro Company Announces Proposed Offering of Senior Notes

Rhea-AI Summary

The Scotts Miracle-Gro Company (NYSE: SMG) announced an offering of $400 million in senior notes due 2032, subject to market conditions. These senior notes will be offered in an unregistered manner under Rule 144A and Regulation S of the Securities Act. The funds will be primarily used to reduce borrowings under the senior secured revolving credit facility and for general corporate purposes, including potential acquisitions. The offering is not registered and will not be sold in the U.S. without proper registration or exemption.

Positive

• Intended use of proceeds includes reducing borrowings, improving financial health.
• Potential to support strategic acquisitions and growth opportunities.

Negative

• Offering may lead to shareholder dilution if not managed properly.
• Unregistered status could limit investment appeal and market access.

MARYSVILLE, Ohio, Aug. 10, 2021 (GLOBE NEWSWIRE) -- The Scotts Miracle-Gro Company (NYSE: SMG) announced today that it plans to offer, subject to market and other conditions, $400,000,000 million aggregate principal amount of senior notes due 2032 (the “Senior Notes”) in an unregistered offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The offering of the Senior Notes has not been registered under the Securities Act or any state securities laws, and the Senior Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

The Company intends to use the net proceeds from this offering to reduce borrowings under the Company’s senior secured revolving credit facility and for other general corporate purposes (including acquisitions and other strategic opportunities).

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Senior Notes and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Scotts Miracle-Gro
With approximately $4.1 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, the Company’s plan to complete an offering of $[400] million aggregate principal amount of Senior Notes 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,” “project,” “believe,” “target,” “predict,” “estimate,” “forecast,” “strategy,” “may,” “goal,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “should” or other similar words or phrases. Any forward-looking statements that we make herein and in any future reports and statements are not guarantees of future performance, and 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 Company’s ability to sell the Senior Notes, general economic conditions and other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended September 30, 2020, as updated from time to time in our subsequent filings with the Securities and Exchange Commission. 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

SOURCE: The Scotts Miracle-Gro Company

FAQ

What is the purpose of Scotts Miracle-Gro's $400 million senior notes offering?

The proceeds will be used to reduce borrowings under its senior secured revolving credit facility and for general corporate purposes, including acquisitions.

When are the senior notes from Scotts Miracle-Gro due?

The senior notes will be due in 2032.

Is the offering of senior notes from Scotts Miracle-Gro registered?

No, the offering is unregistered and will not be sold in the U.S. absent registration or an applicable exemption.

What are the risks associated with the senior notes offering by Scotts Miracle-Gro?

There is a risk of shareholder dilution and limited investment appeal due to the unregistered status of the offering.