Item 1.01. Entry into a Material Definitive Agreement.
On
Subject to the terms and conditions of the Sixth A&R Credit Agreement, the
lenders have committed to provide the Company and certain of its subsidiaries
with five-year senior secured loan facilities in the aggregate principal amount
of
The following descriptions of the Sixth A&R Credit Agreement and the New Credit Facilities are qualified in their entirety by reference to the Sixth A&R Credit Agreement and the Sixth Amended and Restated Guarantee and Collateral Agreement (the "Sixth A&R Guarantee Agreement") referred to below, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Use of Proceeds. The proceeds of borrowings on the New Credit Facilities may be
used: (i) to finance working capital requirements and other general corporate
purposes of the Company and its subsidiaries; and (ii) to refinance the amounts
outstanding under the Former Credit Agreement. The revolving credit facility
will be available for issuance of letters of credit and for borrowings as set
forth therein and the New Credit Facilities will terminate on
Interest. Under the terms of the Sixth A&R Credit Agreement, loans denominated
in
As of
Guarantors. The New Credit Facilities are guaranteed pursuant to the terms of
the Sixth A&R Guarantee Agreement, dated as of
Security for the New Credit Facilities. The Sixth A&R Credit Agreement is secured by (i) a perfected first priority security interest in all of the accounts receivable, inventory and equipment of the Company and those of the Company's domestic subsidiaries that are parties to the Sixth A&R Guarantee Agreement and (ii) the pledge of all of the capital stock of the Company's domestic subsidiaries that are parties to the Sixth A&R Guarantee Agreement and 65% of the capital stock of the Company's first-tier foreign subsidiaries, in each case subject to exceptions and minimum thresholds set forth in the Sixth A&R Credit Agreement and the Sixth A&R Guarantee Agreement. The collateral does not include any of the Company's or the Company's subsidiaries' intellectual property.
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Leverage Ratio. Under the Sixth A&R Credit Agreement, the Company must maintain
a leverage ratio on the last day of each fiscal quarter ending on or after
Restricted Payments. So long as no default or event of default has occurred and
is continuing at the time of declaration or would result therefrom, the Company
may make Restricted Payments (as defined in the Sixth A&R Credit Agreement);
provided that if after giving effect to any such Restricted Payment the Leverage
Ratio is greater than 4.0 to 1.0, then the Company may only make Restricted
Payments in an aggregate amount for each fiscal year not to exceed
Representations and Warranties; Other Covenants; Events of Default. The terms of the Sixth A&R Credit Agreement include customary representations and warranties, customary affirmative and negative covenants, customary financial covenants and customary events of default.
Item 1.02. Termination of a Material Definitive Agreement.
On
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.
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(d) Exhibits: Exhibit No. Description 10.1 Sixth Amended and Restated Credit Agreement, dated as ofApril 8, 2022 , by and amongThe Scotts Miracle-Gro Company , as a Borrower; the Subsidiary Borrowers (as defined therein);JPMorgan Chase Bank, N.A ., as Administrative Agent;Wells Fargo Bank, National Association ,Mizuho Bank, Ltd. andBank of America, N.A ., as Co- Syndication Agents; CoBank, ACB,Fifth Third Bank , National Association, Coöperatieve Rabobank U.A.,New York Branch,Sumitomo Mitsui Banking Corporation ,TD Bank N.A . andTruist Bank , as Co-Documentation Agents; and the several other banks and other financial institutions from time to time parties thereto. 10.2 Sixth Amended and Restated Guarantee and Collateral Agreement, dated as ofApril 8, 2022 , made byThe Scotts Miracle-Gro Company , each domestic Subsidiary Borrower under the Sixth Amended and Restated Credit Agreement, and certain of its and their domestic subsidiaries, in favor ofJPMorgan Chase Bank, N.A ., as Administrative Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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