UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): May
1, 2009 |
The
Scotts Miracle-Gro Company
(Exact
name of registrant as specified in its charter)
Ohio
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001-11593
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31-1414921
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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14111
Scottslawn Road, Marysville, Ohio
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43041
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code:
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937-644-0011
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Not
Applicable
Former
name or former address, if changed since last report
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On May 1,
2009, The Scotts Miracle-Gro Company (the "Company") and the Company’s
wholly-owned subsidiary, The Scotts Company LLC ("Scotts LLC"), entered into a
Master Accounts Receivable Purchase Agreement (the "Agreement"), by and among
Scotts LLC as seller, the Company as guarantor and Calyon New York Branch (the
"Bank") as purchaser. The Agreement has a one-year term with a stated
termination date of May 1, 2010.
The Bank
serves as a lender under the Amended and Restated Credit Agreement, dated as of
February 7, 2007, by and among the Company, its subsidiary borrowers, JPMorgan
Chase Bank, N.A., as Administrative Agent, and various lenders.
The
uncommitted Agreement provides for the discretionary purchase by the Bank, on a
revolving basis, of account receivables generated by a specified account debtor
of not more than $80 million.
The
Agreement provides that although the specified receivables may be sold to the
Bank, the Bank has the right to require Scotts LLC to repurchase uncollected
receivables if certain events occur, including (a) the breach of any covenant,
warranty or representation made by Scotts LLC with respect to such receivables
and if certain other termination events occur, (b) on weekly settlement dates
and quarterly pursuant to a clean down provision, and (c) at the termination of
the Agreement. However, the Bank does not have the right to require Scotts LLC
to repurchase any uncollected receivables if the receivables are not paid when
due or cannot be paid solely as a result of the account debtor’s financial
inability to pay. Scotts LLC has the right at any time to repurchase any
receivables which have been sold to the Bank pursuant to the Agreement. The Bank
will pay an agreed base value for the receivables (primarily reflecting
historical dilution and potential trade credits) and receive a discount on such
adjusted amount of receivables purchased, which will effectively be equal to the
cost of funds to the Bank for seven days plus a margin of 2.25% per annum.
Scotts LLC will continue to be responsible for the servicing and administration
of the receivables purchased by the Bank as agent and trustee for the
Bank.
The
Agreement contains standard representations, warranties, covenants and
indemnities for transactions of this type. The Company has guaranteed the
obligations of Scotts LLC under the Agreement.
The
foregoing summary of the terms of the Agreement is qualified in its entirety by
reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
Because
the Agreement represents a potential direct financial obligation of the Company,
the information set forth in 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.
(d)
Exhibits:
10.1 -
Master Accounts Receivable Purchase Agreement, dated as of May 1, 2009, by and
among The Scotts Company LLC as the Company, The Scotts Miracle-Gro Company as
the Parent and Calyon New York Branch as the Bank
SIGNATURES
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.
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The
Scotts Miracle-Gro Company
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May 5, 2009
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By:
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/s/
Vincent C. Brockman
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Name:
Vincent C. Brockman
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Title:
Executive Vice President, General
Counsel
and Corporate
Secretary
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Exhibit
Index
Exhibit
No
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Description
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10.1
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Master
Accounts Receivable Purchase Agreement, dated as of May 1, 2009, by and
among The Scotts Company LLC as the Company, The Scotts Miracle-Gro
Company as the Parent and Calyon New York Branch as the
Bank
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