The Scotts Miracle-Gro Company Announces Expiration and Results of Exchange Offer for 5.250% Senior Notes due 2026

MARYSVILLE, Ohio, May 22, 2017 -- The Scotts Miracle-Gro Company (NYSE:SMG) today announced the expiration and results of its previously announced registered exchange offer to exchange any and all of its $250,000,000 aggregate principal amount of 5.250% Senior Notes due 2026, which were issued in a private placement on December 15, 2016 (the “Original Notes”), for an equal principal amount of its 5.250% Senior Notes due 2026, which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”).

The exchange offer expired at 11:59 p.m., New York City time, on May 19, 2017.  As of that time, $250,000,000 aggregate principal amount, or 100%, of the Original Notes had been validly tendered for exchange and not validly withdrawn.  All of the Original Notes validly tendered and not validly withdrawn were accepted for exchange in the exchange offer.  The Company expects that settlement of the exchange offer will occur on or about May 24, 2017. 

The exchange offer was made to satisfy the Company’s obligations under a registration rights agreement entered into on December 15, 2016 in connection with the issuance of the Original Notes, and does not represent a new financing transaction.  The exchange offer was made upon the terms and conditions set forth in the exchange offer documents distributed to holders of the Original Notes, including a prospectus dated April 20, 2017 and the related letter of transmittal.   

This press release is not an offer to buy or sell or the solicitation of an offer to buy or sell any of the securities described herein, nor shall there be any offer, solicitation or sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.  

About ScottsMiracle-Gro

The Scotts Miracle-Gro Company is the world's largest marketer of branded consumer products for lawn and garden care. The Company's brands are among the most recognized in the industry. In the U.S., the Company's Scotts®, Miracle-Gro® and Ortho® brands are market-leading in their categories, as is the consumer Roundup® brand, which is marketed near worldwide by Scotts and owned by Monsanto. In the U.S., we maintain a minority interest in a joint venture with TruGreen®, the largest residential lawn care service business, and in Bonnie Plants®, the largest marketer of edible gardening plants in retail channels.  In Europe, the Company's brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligène® and Substral®.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements.  These statements involve a number of risks and uncertainties.  Any forward-looking statements that we make herein and in any future reports and statements are not guarantees of future performance, and actual results may differ materially from those in such forward-looking statements as a result of various factors, including, without limitation, general economic conditions and other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended September 30, 2016, as updated from time to time in our subsequent filings with the Securities and Exchange Commission.  All forward-looking statements made in this press release are made as of the date hereof, and the risk that actual results will differ materially from expectations expressed herein will increase with the passage of time.  We undertake no duty to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.  However, any further disclosures made on related subjects in our subsequent filings, releases or presentations should be consulted.

Contact Information
The Scotts Miracle-Gro Company
Jim King
Senior Vice President
Chief Communications Officer
937-578-5622