The Scotts Miracle-Gro Company announced that it has commenced a registered exchange offer to exchange any and all of its $500,000,000 aggregate principal amount of 4.000% Senior Notes due 2031 which were issued in a private placement on March 17, 2021 for an equal principal amount of its 4.000% Senior Notes due 2031 which have been registered under the Securities Act of 1933, as amended. The exchange offer is being made to satisfy the Company’s obligations under a registration rights agreement entered into on March 17, 2021 in connection with the issuance of the Original Notes, and does not represent a new financing transaction. The Company will not receive any further proceeds from the exchange offer. The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that certain transfer restrictions, registration rights and additional interest provisions do not apply to the Exchange Notes. Original Notes that are not exchanged in the exchange offer will continue to be subject to the existing transfer restrictions, and the Company will generally have no further obligation to provide for the registration of those notes under the Securities Act of 1933, as amended.