REGISTRATION RIGHTS AGREEMENT by and among THE SCOTTS MIRACLE-GRO COMPANY, THE GUARANTORS and WELLS FARGO SECURITIES, LLC as representative of the several Initial Purchasers Dated as of August 13, 2021Registration Rights Agreement • August 13th, 2021 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 13, 2021, by and among The Scotts Miracle-Gro Company, an Ohio corporation (the “Company”), the guarantors listed on the signature pages hereto (the “Guarantors”), and Wells Fargo Securities, LLC as representative (the “Representative”) of the Initial Purchasers (as defined below), each of whom has agreed to purchase the Company’s 4.375% Senior Notes due 2032 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
The Scotts Miracle-Gro Company PURCHASE AGREEMENT dated August 10, 2021 Wells Fargo Securities, LLCPurchase Agreement • August 13th, 2021 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
The Securities will be issued pursuant to an indenture to be dated as of the Closing Date (as defined in Section 3 hereof) (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, dated January 12, 2010, and as supplemented on or before the Closing Date (the “DTC Agreement”), between the Company and the Depositary.
AND U.S. BANK NATIONAL ASSOCIATION, as Trustee 4.375% SENIOR NOTES DUE 2032 INDENTURE DATED AS OF August 13, 2021Indenture Agreement • August 13th, 2021 • Scotts Miracle-Gro Co • Agricultural chemicals • New York
INDENTURE dated as of August 13, 2021 (this “Indenture”), is by and among The Scotts Miracle-Gro Company, an Ohio corporation (such corporation and any successor, the “Company”), the Guarantors (as defined below) and U.S. Bank National Association, a national banking association, as trustee (such corporation and any successor, the “Trustee”).
