ScottsMiracle-Gro accepts 99.8% of notes in tender for $200 million 6 5/8% notes

By Jennifer Chiou

New York, Feb. 8 - The Scotts Miracle-Gro Co. announced that it accepted tenders from holders of $199.5 million or 99.8% of its $200 million of 6 5/8% senior subordinated notes.

The offer ended at 5 p.m. ET on Feb. 8. It began on Jan. 10.

For each $1,000 principal amount of notes, the company will pay $1,048.12, which is the present value of $1,033.13, the redemption price for the notes on Nov. 15, 2008 - the earliest redemption date - discounted using the 4 3/8% Treasury due Nov. 15, 2008 and 50 basis points.

The payment date is slated for Feb. 14.

Those who tendered by the consent deadline of 5 p.m. ET on Jan. 24 will receive the $30.00 consent payment, which is included in the payout.

Pricing was determined at 2 p.m. ET on Jan. 26. The reference yield and tender offer yield are 5.026% and 5.526%, respectively.

The company solicited consents to amend the note indenture to eliminate substantially all of the restrictive covenants and some events of default.

The offer was conditioned on the company receiving tenders from a majority of noteholders as well as Scotts securing loan facilities totaling up to $2.1 billion.

As already announced on Dec. 12, the tender was part of efforts to make its financial structure more efficient.

The Marysville, Ohio, lawn and garden care company said it expects the recapitalization to be complete by March 31.

D.F. King & Co., Inc. is the information agent (call collect 212 269-5550 or 800 714-3312). Banc of America Securities LLC is the dealer manager and solicitation agent (888 292-0070 or call collect 704 388-9217).

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