The Scotts Miracle-Gro Company announced the expiration and results of its previously announced registered exchange offer to exchange any and all of its $400,000,000 aggregate principal amount of 4.375% Senior Notes due 2032, which were issued in a private placement on August 13, 2021, for an equal principal amount of its 4.375% Senior Notes due 2032, which have been registered under the Securities Act of 1933, as amended. The exchange offer expired at 11:59 p.m., New York City time, on January 10, 2022. As of that time, $400,000,000 aggregate principal amount, or 100.0%, of the Original Notes had been validly tendered for exchange and not validly withdrawn.

All of the Original Notes validly tendered and not validly withdrawn were accepted for exchange in the exchange offer.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 January 26, 2022. The exchange offer was made to satisfy the Company's obligations under a registration rights agreement entered into on August 13, 2021 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 December 22, 2021 and the related letter of transmittal.