The Scotts Miracle-Gro Company Announces Pricing of Offering of $200 Million of Senior Notes

MARYSVILLE, Ohio, Dec. 13, 2010 /PRNewswire-FirstCall/ -- The Scotts Miracle-Gro Company (NYSE: SMG), the world's leading marketer of branded consumer lawn and garden products, announced today that it has priced its $200 million aggregate principal amount of 6.625 percent Senior Notes due 2020.  The notes are being sold at 100 percent of the principal amount.  The notes will be general unsecured senior obligations of the Company.  As of the issue date, the notes will be guaranteed by each of the Company's subsidiaries that guarantees the Company's 7.25 percent Senior Notes due 2018 and its senior secured credit facilities.  The Company intends to use the net proceeds from the offering to repay outstanding borrowings under its senior secured credit facilities and for general corporate purposes.  

The notes will mature December 15, 2020, and may be redeemed prior to that date by the Company at applicable redemption premiums.  The offering is expected to close on December 16, 2010, subject to customary closing conditions.

The notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other place, and may be offered only in trans-actions that are exempt from registration under the Securities Act and applicable laws of other jurisdictions.  Accordingly, the notes are being offered and sold only (a) to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (b) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.  This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.

About Scotts Miracle-Gro

With $3.14 billion in worldwide sales and approximately 8,000 associates, The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, 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(R), Miracle-Gro(R), Ortho(R) brands are market-leading in their categories, as is the consumer Roundup(R) brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. In Europe, the Company's brands include Weedol(R), Pathclear(R), Evergreen(R), Levington(R), Miracle-Gro(R), KB(R), Fertiligene(R) and Substral(R). The Global Professional business has approximately 350 associates and brands such as Osmocote(R), Peters(R), Sierraform GT(R), Sierrablen Plus(R), Agroblen(R) and Agriform(R). For additional information, visit us at www.scotts.com.

Statement under the Private Securities Litigation Act of 1995

This press release includes "forward-looking statements" within the meaning of the federal securities laws.  All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements.  These statements include the Company's plan to complete an offering of $200 million of senior notes.  Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, including the Company's ability to sell the notes, general economic conditions and other factors described in the Company's reports filed with the Securities and Exchange Commission.

SOURCE The Scotts Miracle-Gro Company

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