Scotts Company (SMG)

 

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Registrant’s fiscal quarter ended September 30, 2008, that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

 

None.

 

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There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Registrant’s fiscal quarter ended September 30, 2008, that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

 

None.

 

45

 

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the Registrant’s fiscal quarter ended September 30, 2007, that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

 

None.

 

40

 

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) that occurred during the Registrant’s fiscal quarter ended September 30, 2006, that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

 

 

On December 12, 2006, The Scotts Miracle-Gro Company (the “Registrant”) issued a press release (the “December 12, 2006 Press Release”) announcing that it intended to implement a recapitalization plan (the “Recapitalization Plan”) that would return $750 million to the Registrant’s shareholders. A copy of the December 12, 2006 Press Release was included as Exhibit 99.1 to the Registrant’s Schedule TO filed with the Securities and Exchange Commission on December 12, 2006. Pursuant to this Recapitalization Plan, which has been approved in concept by the Registrant’s Board of Directors, the Registrant intends to launch a “Dutch auction” tender offer in January 2007 to repurchase up to $250 million of the Registrant’s common shares. Following the consummation of the tender offer and subject to final Board approval, the Registrant intends to declare a special one-time cash dividend during the second quarter of fiscal 2007, currently anticipated to be $500 million in the aggregate but subject to revision based on spending for tendered common shares.

 

In connection with the Recapitalization Plan, the Registrant received a commitment letter from JPMorgan Chase, Bank of America and Citigroup, subject to the terms and conditions set forth therein, to provide the Registrant and certain of its subsidiaries the following loan facilities totaling in the aggregate up to $2.1 billion: (a) a senior secured five-year term loan in the principal amount of $550 million and (b) a senior secured five-year revolving loan facility in the aggregate principal amount of up to $1.55 billion. The Registrant will have the ability to increase the aggregate amount of the revolving and term loan facilities by $200 million allocated on a pro rata basis, subject to demand in the syndication process. The new $2.1 billion senior secured credit facilities would replace the Registrant’s existing $1.05 billion senior credit facility. In connection with the Recapitalization Plan, the Registrant also intends to use proceeds from the new credit facilities to repurchase the Registrant’s 65/8% senior subordinated notes due 2013 in an aggregate principal amount of $200 million.

 

In fiscal 2006, the Registrant’s Board of Directors launched a five-year $500 million share repurchase program, pursuant to which the Registrant has repurchased approximately 2.0 million common shares for approximately $87.9 million as of the date of this Annual Report on Form 10-K. In connection with the Recapitalization Plan, the remaining portion of the Registrant’s $500 million share repurchase program will be terminated.

 

IMPORTANT NOTICE:  Each of the December 12, 2006 Press Release and the disclosure in this Item 9B and elsewhere in this Annual Report on Form 10-K in respect of the Registrant’s intention to implement the Recapitalization Plan and launch a “Dutch auction” tender offer is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any of the Registrant’s common shares. The Registrant has not yet commenced the tender offer described therein. On the commencement date of the tender offer, an offer to purchase, a letter of transmittal and related documents will be filed with the Securities and Exchange Commission, will be mailed to shareholders of record and will also be made available for distribution to beneficial owners of the Registrant’s common shares. The solicitation of offers to buy the Registrant’s common shares will only be made pursuant to the offer to purchase, the letter of transmittal and related documents. When they are available, shareholders should read those materials carefully because they will contain important information, including the various terms of, and conditions to, the tender offer. When they are available, shareholders will be able to obtain the offer to purchase, the letter of transmittal and related documents without charge from the Securities and Exchange Commission’s website at www.sec.gov or from the information agent that is selected by the Registrant. Shareholders are urged to read carefully those materials when they become available prior to making any decisions with respect to the tender offer.

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