Scotts Miracle-Gro Enters Material Definitive Agreement

TL;DR

SMG signed a big deal, details TBD.

AI Summary

On September 4, 2024, The Scotts Miracle-Gro Company entered into a material definitive agreement. The filing does not provide specific details on the nature of the agreement or any associated dollar amounts or dates beyond the reporting period.

Why It Matters

This filing indicates a significant new contract or partnership for Scotts Miracle-Gro, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty regarding its potential impact on the company.

Key Players & Entities

• The Scotts Miracle-Gro Company (company) — Registrant
• Ohio (location) — State of incorporation

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Shares, $0.01 stated value SMG NYSE Indicate by che
• $600 million — er Receivables Purchase Agreement) from $600 million to $750 million, (ii) adding a new "Acc
• $750 m — urchase Agreement) from $600 million to $750 million, (ii) adding a new "Account Debto
• $750 million — an uncommitted and weekly basis, up to $750 million of a portfolio of available and eligibl
• $75 million — pported by standby letters of credit of $75 million issued pursuant to the Company's senior

Filing Documents

• smg-20240904.htm (8-K) — 43KB
• exhibit101smg2024-09x04.htm (EX-10.1) — 10KB
• exhibit102smg2024-09x04.htm (EX-10.2) — 18KB
• 0001443984-24-000195.txt ( ) — 227KB
• smg-20240904.xsd (EX-101.SCH) — 2KB
• smg-20240904_def.xml (EX-101.DEF) — 14KB
• smg-20240904_lab.xml (EX-101.LAB) — 25KB
• smg-20240904_pre.xml (EX-101.PRE) — 15KB
• smg-20240904_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 1, 2024, The Scotts Miracle-Gro Company, in its capacity as seller representative (the " Company "), entered into that certain (i) Facility Extension Request Letter (the " Extension ") and (ii) First Amendment to Master Receivables Purchase Agreement (the " Amendment "), by and among the Company and JPMorgan Chase Bank, N.A. (the " Purchaser ") to amend that certain Master Receivables Purchase Agreement (the " Master Receivables Purchase Agreement "), dated as of October 27, 2023, by and among The Scotts Company LLC, in its capacity as seller and servicer (the " Seller "), the other subsidiaries of the Company that from time to time become party thereto as a seller and servicer (the " Additional Sellers " and together with the Seller, the " Sellers "), the Purchaser, and, for the limited purpose of a performance undertaking and as "Seller Representative" (as defined in the Master Receivables Purchase Agreement), the Company by (i) increasing the "Program Limit" (as defined in the Master Receivables Purchase Agreement) from $600 million to $750 million, (ii) adding a new "Account Debtor" (as defined in the Master Receivables Purchase Agreement) to the Receivables Facility (as defined below) and (iii) extending the "Purchase Termination Date" (as defined in the Master Receivables Purchase Agreement) of October 25, 2024 to a new Purchase Termination Date of September 1, 2025, as provided for and permitted under the Master Receivables Purchase Agreement. Under the Master Receivables Purchase Agreement, as amended by the Extension and the Amendment, the Sellers may sell, and the Purchaser may purchase on an uncommitted and weekly basis, up to $750 million of a portfolio of available and eligible outstanding customer accounts receivable (as so amended, the " Receivables Facility "). The eligible accounts receivable to be sold under the Receivables Facility consist of up to $750 million in accounts rec

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired: Not applicable. (b) Pro forma financial information: 2 Not applicable. (c) Shell company transactions: Not applicable. (d) Exhibits: Exhibit No. Description 10.1 Facility Extension Request Letter, dated September 1, 2024, from The Scotts Miracle-Gro Company to JPMorgan Chase Bank, N.A. 10.2 First Amendment to Master Receivables Purchase Agreement, dated September 1, 2024, by and between The Scotts Miracle-Gro Company to JPMorgan Chase Bank, N.A. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE SCOTTS MIRACLE-GRO COMPANY Dated: September 4, 2024 By: /s/ DIMITER TODOROV Printed Name: Dimiter Todorov Title: Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer 4 INDEX TO EXHIBITS Current Report on Form 8-K Dated September 4, 2024 The Scotts Miracle-Gro Company Exhibit No. Description 10.1 Facility Extension Request Letter, dated September 1, 2024, from The Scotts Miracle-Gro Company to JPMorgan Chase Bank, N.A. 10.2 First Amendment to Master Receivables Purchase Agreement, dated September 1, 2024, by and between The Scotts Miracle-Gro Company to JPMorgan Chase Bank, N.A. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5

View Full Filing

View this 8-K filing on SEC EDGAR