Scotts extends deadline for 8 5/8% noteholders to receive early consent premium

New York, Sept. 30 - The Scotts Co. (Ba3/BB) said that it had extended the deadline for holders of its 8 5/8% senior subordinated notes due 2009 to receive the early consent premium in its previously announced tender offer for the notes and related consent solicitation.

Scotts said holders who tender before the expiration date of the tender offer at 5.00 p.m. ET on Oct. 14 will now receive the early consent premium. Previously, they had to tender by the early consent deadline of 5.00 p.m. ET on Sept. 29.

As of that now-expired deadline, tenders and consents for $354.0605 million principal amount of the notes, or 88.52% of the $400 million outstanding, had been received.

Already tendered notes may not be withdrawn and consents may not be revoked, unless Scotts reduces the amount of the purchase price, the early consent premium or the principal amount of notes subject to the tender offer, or is otherwise required by law to permit withdrawal.

The company also said that it had received the requisite amount of consents to the proposed indenture changes, so accordingly, Scotts and the notes' indenture trustee have executed a supplemental indenture to eliminate certain covenants and related provisions in the indenture governing the notes. These amendments will not become operative until Scotts accepts and pays for all notes validly tendered by the tender offer expiration date.

As previously announced, Scotts, a Marysville, Ohio maker of lawn and garden-care products, said on Sept. 15 that it would tender for any and all of its $400 million of outstanding 8 5/8% notes and was also soliciting noteholder consents to proposed indenture changes that would eliminate substantially all of the restrictive covenants contained in the indenture.

Scotts said the tender offer and consent solicitation is part of a refinancing transaction that will also include an estimated $1.2 billion senior credit facility as well as $200 million in senior subordinated notes.

It initially said that noteholders validly tendering their notes and not withdrawing them by the consent deadline would receive $1,060.50 per $1,000 principal amount, which includes an early consent premium of $20 per $1,000 principal amount, while noteholders validly tendering their notes after the consent deadline but before the tender offer expires would receive $1,040.50 per $1,000 principal amount, but would not receive the consent payment (Scotts, as noted, subsequently extended the period of noteholder eligibility for the early consent payment to coincide with the offer expiration).

All tendering noteholders will be paid accrued and unpaid interest up to, but not including, the date of payment for the notes. Payment is expected to promptly follow the expiration.

Holders who tender their notes under the terms of the offer will also be required to consent to the proposed amendments.

Scotts said the tender offer is subject to the satisfaction of certain conditions, including its receipt of consents from the holders of the requisite principal amount of the notes, and the completion of the refinancing transactions.

Citigroup Global Markets Inc. (contact the Liability Management Group at 800 558-3754 or collect at 212 723-6106) and Banc of America Securities LLC (contact High Yield Special Products at 888 292-0070 or collect at 704 388-9217) are dealer managers for the offer. The information agent and depositary is Global Bondholder Services Corp. (866 470-3800 or 212 430-3774).

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