UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2010 (December 10, 2010)
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
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Ohio
(State or other jurisdiction
of incorporation)
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1-11593
(Commission
File Number)
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31-1414921
(IRS Employer
Identification No.) |
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14111 Scottslawn Road, Marysville, Ohio
(Address of principal executive offices)
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43041
(Zip Code) |
(937) 644-0011
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01 |
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Entry into a Material Definitive Agreement. |
Sale of 6.625% Senior Notes
On December 16, 2010, The Scotts Miracle-Gro Company (the “Company”) completed the sale of
$200 million aggregate principal amount of 6.625% Senior Notes due 2020 (the “6.625% Senior
Notes”). The Company sold the 6.625% Senior Notes pursuant to a purchase agreement, dated December
13, 2010 (the “Purchase Agreement”), among the Company, the subsidiary guarantors party thereto
(the “Subsidiary Guarantors”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as an initial
purchase and representative of the several other initial purchasers named in the Purchase Agreement
(the “Representative”), in a private placement exempt from the registration requirements under the
Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the proceeds
(net of fees and expenses incurred in connection with the offering) from the sale of the 6.625%
Senior Notes to repay outstanding borrowings under its senior secured credit facilities and for
general corporate purposes.
The 6.625% Senior Notes are governed by, and were issued pursuant to, the Indenture dated
December 16, 2010, by and among the Company, the Subsidiary Guarantors and U.S. Bank National
Association, as trustee (the “Indenture”). The Indenture provides, among other things, that the
6.625% Senior Notes will bear interest at a rate of 6.625% per annum, payable on June 15 and
December 15 of each year, commencing June 15, 2011. The 6.625% Senior Notes mature on December 15,
2020. The 6.625% Senior Notes and the Indenture contain customary covenants and events of default,
including failure to pay principal or interest on the 6.625% Senior Notes when due, among others.
The 6.625% Senior Notes are unsecured obligations of the Company and rank equal in right of
payment with the Company’s existing and future unsecured senior debt, including, without
limitation, the Company’s 7.25% Senior Notes due 2018 (the “7.25% Senior Notes”). The Company’s
obligations under the 6.625% Senior Notes are fully and unconditionally guaranteed by the
Subsidiary Guarantors (the “Guarantees”). The Guarantees are unsecured general obligations of the
Subsidiary Guarantors and rank equal in right of payment with all existing and future unsecured
liabilities of the Subsidiary Guarantors that are not subordinated in right of payment to the
Guarantees, including, without limitation, the guarantees under the 7.25% Senior Notes.
In connection with the completion of the sale of the 6.625% Senior Notes, on December 16,
2010, the Company and the Subsidiary Guarantors entered into a Registration Rights Agreement with
the Representative (the “Registration Rights Agreement”). Under the Registration Rights Agreement,
the Company and each of the Subsidiary Guarantors agreed, under certain circumstances, to file (or
cause to be filed) with the Securities and Exchange Commission no later than 365 days after the
date of the Registration Rights Agreement a registration statement with respect to a registered
offer to exchange the 6.625% Senior Notes for publicly registered notes (the “Exchange Offer
Registration Statement”). The Company agreed to use its reasonable best efforts to cause the
Exchange Offer Registration Statement to be declared effective under the Securities Act of 1933, as
amended (the “Securities Act”) no later than 455 days from the issue date of the Registration
Rights Agreement.
If the Company does not comply with certain of its obligations under the Registration Rights
Agreement, the 6.625% Senior Notes will bear additional interest at a rate of 0.25% per annum for
the first 90-day period during which a registration default continues, increasing by an additional
0.25% per annum with respect to the next subsequent 90-day period until all registration defaults
have been cured, up to a maximum amount of such additional interest for all registration defaults
of 0.50% per annum.
The 6.625% Senior Notes have not been registered under the Securities Act or the securities
laws of any other jurisdiction, and accordingly may be resold in accordance with the Purchase
Agreement only to “qualified institutional buyers” (as such term is defined in Rule 144A under the
Securities Act) and outside the United States to non-U.S. persons in compliance with Regulation S
under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or
the solicitation of an offer to buy the 6.625% Senior Notes.
The foregoing description is qualified in its entirety by reference to the full text of the
Purchase Agreement, the Indenture (which includes the form of the 6.625% Senior Notes and the
notation of Guarantees) and the Registration Rights Agreement, copies of which are filed as
Exhibits 10.1, 4.1 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Amendment to Credit Agreement
On December 10, 2010, The Scotts Miracle-Gro Company (the “Company”) entered into a second
amendment (the “Credit Agreement Amendment”) to the Amended and Restated Credit Agreement, dated as
of February 7, 2007 (as amended as of April 10, 2007, the “Credit Agreement”), among the Company,
the Subsidiary Borrowers (as defined in the Credit Agreement), the several banks and other
financial institutions party to the Credit Agreement (the “Lenders”), the Syndication Agent and the
Documentation Agents named in the Credit Agreement, and JPMorgan Chase Bank, N.A., as agent for the
Lenders. The Credit Agreement Amendment increased the aggregate principal amount of unsecured
indebtedness the Company could incur from $200,000,000 to $450,000,000.
The foregoing description of the Credit Agreement Amendment is qualified in its entirety by
reference to the full text of the Credit Agreement Amendment, a copy of which is filed as Exhibit
10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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| Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant. |
The information regarding the sale of the 6.625% Senior Notes set forth in Item 1.01 above is
incorporated herein by reference.
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| Item 9.01 |
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Financial Statements and Exhibits. |
Exhibits:
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| Exhibit No. |
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Description |
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4.1 |
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Indenture, dated as of December 16, 2010, by and among The
Scotts Miracle-Gro Company, the Guarantors (as defined
therein) and U.S. Bank National Association, as trustee. |
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4.2 |
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Form of 6.625% Senior Notes due 2020 (included in Exhibit 4.1). |
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4.3 |
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Registration Rights Agreement, dated as of December 16, 2010,
by and among The Scotts Miracle-Gro Company, the guarantors
named therein and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the several initial
purchasers named therein. |
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10.1 |
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Purchase Agreement, dated December 13, 2010, among The Scotts
Miracle-Gro Company, the subsidiary guarantors named therein
and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
representative of the several initial purchasers named
therein. |
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10.2 |
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Second Amendment, dated as of December 10, 2010, to the
Amended and Restated Credit Agreement, dated as of February 7,
2007, as amended as of April 10, 2007, among The Scotts
Miracle-Gro Company, the Subsidiary Borrowers from time to
time parties thereto, the Lenders from time to time parties
thereto, the Syndication Agent and the Documentation Agent
named therein, and JPMorgan Chase Bank, N.A., as agent for the
Lenders. |