The Scotts Miracle-Gro Company Announces Commencement of Exchange Offer for 6.000% Senior Notes due 2023

MARYSVILLE, Ohio, Jan. 10, 2017 -- The Scotts Miracle-Gro Company (NYSE:SMG) today announced that it has commenced a registered exchange offer to exchange any and all of its $400,000,000 aggregate principal amount of 6.000% Senior Notes due 2023 which were issued in a private placement on October 13, 2015 (the “Original Notes”) for an equal principal amount of its 6.000% Senior Notes due 2023 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 October 13, 2015 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 February 8, 2017, 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  Tenders of Original Notes must be validly made at or prior to the expiration time and may be withdrawn at any time prior to the expiration time.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 January 10, 2017 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 January 10, 2017.  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 January 10, 2017 and the related letter of transmittal.

About ScottsMiracle-Gro

The Scotts Miracle-Gro Company is the world’s largest marketer of branded consumer products for lawn and garden care. The Company’s brands are the most recognized in the industry. In the U.S., the Company’s Scotts®, Miracle-Gro® and Ortho® brands are market-leading in their categories, as is the consumer Roundup® brand, which is marketed near worldwide by Scotts and owned by Monsanto. In the U.S., we maintain a minority interest in TruGreen®, the largest residential lawn care service business, and in Bonnie Plants®, the largest marketer of edible gardening plants in retail channels. In Europe, the Company’s brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligène® and Substral®.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements.  These statements involve a number of risks and uncertainties.  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, without limitation, 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, 2016, as updated from time to time in our subsequent filings with the Securities and Exchange Commission.  All forward-looking statements made in this press release are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time.  We undertake no duty to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.  However, any further disclosures made on related subjects in our subsequent filings, releases or presentations should be consulted.

The Scotts Miracle-Gro Company

Jim King
Senior Vice President
Chief Communications Officer
937-578-5622