The Scotts Miracle-Gro Company Announces Proposed Offering of Senior Notes
October 08 2019 - 8:08AM
The Scotts Miracle-Gro Company (NYSE: SMG) announced today that it
plans to offer, subject to market and other conditions, $400
million aggregate principal amount of senior notes due 2029 (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, together with cash on hand and borrowings under its
revolving credit facility, to redeem all of its outstanding 6.000%
senior notes due 2023 (the “2023 notes”) in accordance with the
indenture governing the 2023 notes. This press release does not
constitute a notice of redemption with respect to the 2023
notes.
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 $2.6 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 hydroponic growing
segment.
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 and to redeem all of its
outstanding 2023 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 “expects,” “anticipates,” “targets,” “goals,”
“projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,”
“likely,” “will,” “should,” or similar words and 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 may differ materially from those in such
forward-looking statements as a result of various 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, 2018, 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 KingExecutive Vice PresidentInvestor
Relations & Corporate Affairs(937) 578-5622
SOURCE: The Scotts Miracle-Gro Company
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