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

MARYSVILLE, Ohio, Dec. 12, 2016 -- The Scotts Miracle-Gro Company (NYSE:SMG) announced today that it plans to offer, subject to market and other conditions, $250 million aggregate principal amount of senior notes due 2026 (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 its senior secured revolving credit facility. 

This press release is neither an offer to sell nor 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 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 and include the Company’s plan to complete an offering of $250 million aggregate principal amount of Senior Notes.  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, 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, 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.

Contact Information

The Scotts Miracle-Gro Company

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