UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 17, 2007 (April 11, 2007)
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| The Scotts Miracle-Gro Company |
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| (Exact name of registrant as specified in its charter) |
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| Ohio
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1-13292
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31-1414921 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 14111 Scottslawn Road, Marysville, Ohio 43041 |
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| (Address of principal executive offices) (Zip Code) |
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| (937) 644-0011 |
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| (Registrant’s telephone number, including area code) |
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| Not applicable |
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| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On April 11, 2007, The Scotts Miracle-Gro Company (the “Registrant”) and the Registrant’s
wholly-owned subsidiary, The Scotts Company LLC (“Scotts LLC”), entered into a Master Accounts
Receivable Purchase Agreement, dated as of April 11, 2007 (the “Agreement”), by and among Scotts
LLC as seller, the Registrant as guarantor and LaSalle Bank National Association (the “Bank”) as
purchaser. The Agreement has a one-year term with a stated termination date of April 10, 2008.
The Bank serves as a documentation agent and is a lender under the Amended and Restated Credit
Agreement, dated as of February 7, 2007, by and among the Registrant as the “Borrower”; the
Subsidiary Borrowers (as defined in the Amended and Restated Credit Agreement and which include
Scotts LLC); the several banks and other financial institutions from time to time parties to the
Amended and Restated Credit Agreement (the “Lenders”): BANK OF AMERICA, N.A., as Syndication Agent;
THE BANK OF TOKYO-MITSUBUSHI UFJ, LTD, BNP PARIBAS, COBANK, ACB, BMO CAPITAL MARKETS FINANCING,
INC., LASALLE BANK N.A., COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK, B.A. “RABOBANK
NEDERLAND,” NEW YORK BRANCH and THE BANK OF NOVA SCOTIA, as Documentation Agents; and JPMORGAN
CHASE BANK, N.A., as Administrative Agent.
The Agreement provides for the sale by Scotts LLC, on a revolving basis, of account
receivables generated by specified account debtors, up to the following monthly aggregate limits:
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January — $110 million
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July — $275 million |
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February — $200 million
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August — $155 million |
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March — $300 million
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September — $130 million |
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April — $300 million
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October — $125 million |
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May — $300 million
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November — $110 million |
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June — $300 million
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December — $55 million |
The Agreement also provides for specified account debtor sublimit amounts, which restrict the
amount of receivables owed by an account debtor that can be sold to the Bank.
The Agreement provides that although the specified receivables will be sold to the Bank, the
Bank has the right to require Scotts LLC to repurchase uncollected receivables if certain events
occur, including the breach of any covenant, warranty or representation made by Scotts LLC with
respect to such receivables. However, the Bank does not have the right to require Scotts LLC to
repurchase any uncollected receivables if nonpayment is due to the account debtor’s financial
inability to pay. Scotts LLC has the right at any time to repurchase any receivables which have
been sold to the Bank pursuant to the Agreement. The Bank will receive a discount on the adjusted
amount (primarily reflecting historical dilution and potential trade credits) of the receivables
purchased, which will effectively be equal to the 30-day LIBOR rate
plus a margin of .65% per
annum. Scotts LLC will continue to be responsible for the servicing and administration of the
receivables purchased by the Bank as agent and trustee for the Bank.
The Agreement contains standard representations, warranties, covenants and indemnities for
transactions of this type. The Registrant is guaranteeing the obligations of Scotts LLC under the
Agreement.
The foregoing summary of the terms of the Agreement is qualified in its entirety by reference
to the Agreement, a copy of which is included with this Current Report on Form 8-K as Exhibit 10.1
and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Shell company transactions:
Not applicable.
(d) Exhibits:
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| Exhibit No. |
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Description |
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10.1
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Master Accounts Receivable Purchase
Agreement, dated as of April 11, 2007, by
and among The Scotts Company LLC as
seller, The Scotts Miracle-Gro Company as
guarantor and LaSalle Bank National
Association as purchaser
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Filed herewith |