Central Garden & Pet Company (NASDAQ: CENT)(NASDAQ: CENTA)
today announced that it has commenced a cash tender offer (the
“Tender Offer”) to purchase any and all of its outstanding
$150,000,000 million aggregate principal amount of 9 1/8% Senior
Subordinated Notes due 2013 (the “Notes”). In conjunction with the
Tender Offer, Central is also soliciting consents (the “Consent
Solicitation” and together with the Tender Offer, the “Offer”) to
adopt certain proposed amendments to the indenture under which the
Notes were issued (the “Indenture”) that would eliminate
substantially all of the restrictive covenants and certain event of
default provisions and modify certain other provisions. The Offer
is being made upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement
dated February 22, 2010. The Offer is scheduled to expire at
midnight, New York City time, on March 19, 2010, unless extended or
earlier terminated (the “Expiration Date”).
Holders who validly tender their Notes and provide their
consents to the proposed amendments to the Indenture prior to the
consent deadline of 5:00 p.m., New York City time, on March 5,
2010, unless extended (the “Consent Deadline”), will receive the
total consideration equal to $1,015.21 per $1,000 principal amount
of the Notes, which includes a consent payment of $15.21 per $1,000
principal amount of the Notes, plus accrued and unpaid interest on
the Notes up to, but not including, the payment date for such
Notes. The Offer contemplates an early settlement option, so that
holders whose Notes are validly tendered prior to the Consent
Deadline and accepted for purchase could receive payment as early
as March 8, 2010.
Holders who validly tender their Notes after the Consent
Deadline but on or prior to the Expiration Date will receive the
tender offer consideration equal to $1,000 per $1,000 principal
amount of the Notes, plus any accrued and unpaid interest on the
Notes up to, but not including, the payment date for such Notes.
Holders of Notes tendered after the Consent Deadline will not
receive a consent payment.
Holders of Notes who desire to tender their Notes must consent
to the proposed amendments and holders may not deliver consents to
the proposed amendments without tendering their related Notes. A
holder of Notes may not revoke its consent without withdrawing the
Notes tendered pursuant to the Offer. Holders of Notes may withdraw
their tenders and revoke their consents at any time at or prior to
the Consent Deadline but, generally not, thereafter. Following
receipt of the consent of the holders of at least a majority in
aggregate principal amount of the outstanding Notes, Central will
execute a supplemental indenture effecting the proposed
amendments.
The Offer is conditioned upon the satisfaction of, or, where
applicable, Central’s waiver of, certain conditions, including (a)
the tender of at least a majority in principal amount of the
outstanding Notes at or prior to the Consent Deadline (thereby
obtaining the requisite consents for the proposed amendments to the
Indenture), (b) the execution of the supplemental indenture
implementing the proposed amendments to the Indenture, (c) the
consummation of a financing on terms satisfactory to Central and
resulting in the receipt by Central of proceeds in an amount
sufficient to finance the Offer and the redemption of any Notes,
which are currently callable, that remain outstanding after the
expiration of the Offer, and (d) certain other conditions as
described in the Offer to Purchase and Consent Solicitation
Statement. If any of the conditions is not satisfied, Central will
not be obligated to accept for purchase, or to pay for, Notes
tendered (and corresponding consents) and may delay the acceptance
for payment of, any tendered Notes, in each event, subject to
applicable laws, and may terminate, extend or amend the Offer and
may postpone the acceptance for purchase of, and payment for, Notes
so tendered.
The primary purpose of the Consent Solicitation and proposed
amendments is to obtain the required consents to amend the
Indenture to eliminate substantially all of the restrictive
covenants contained in the Indenture and the Notes, eliminate
certain events of default, modify covenants regarding mergers and
consolidations, and modify or eliminate certain other provisions of
the Indenture. Central currently intends to redeem any Notes that
remain outstanding after the expiration of the Offer and to
exercise its rights under the Indenture to satisfy and discharge
the Indenture. This press release does not constitute a notice of
redemption under the optional redemption provision of the
Indenture.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, or the
solicitation of tenders or consents with respect to, any security.
No offer, solicitation, purchase or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Offer is being made solely pursuant to the Offer to
Purchase and Consent Solicitation Statement and related transmittal
documents.
Requests for documents may be directed to Georgeson Inc., the
Information Agent, at (888) 877-5418 or (212) 440-9800.
J.P. Morgan Securities Inc. will act as Dealer Manager for the
Tender Offer and Solicitation Agent for the Consent Solicitation.
Questions regarding the Tender Offer and Consent Solicitation may
be directed to J.P. Morgan Securities Inc. at (800) 245-8812.
Central Garden & Pet Company is a leading innovator,
marketer and producer of quality branded products for the lawn
& garden and pet supplies markets. Committed to new product
innovation, our products are sold to specialty independent and mass
retailers. Participating categories in Lawn & Garden include:
Grass seed including the brands PENNINGTON®, SMART SEED™ and THE
REBELS™; wild bird feed and the brands PENNINGTON® and KAYTEE®;
weed and insect control and the brands AMDRO®, SEVIN®, IRONITE® and
Over 'N Out®; and decorative outdoor patio products and the brands
NORCAL®, NEW ENGLAND POTTERY® and MATTHEWS FOUR SEASONS™. We also
provide a host of other regional and application-specific garden
brands and supplies. Participating categories in Pet include:
Animal health and the brands ADAMS™ and ZODIAC®; aquatics and
reptile and the brands OCEANIC®, AQUEON® and ZILLA®; bird &
small animal and the brands KAYTEE®, SUPER PET® and CRITTER TRAIL®;
dog & cat and the brands TFH™ , NYLABONE®, FOUR PAWS®,
PINNACLE® and AVODENN®; and equine and the brands FARNAM®, BRONCO®
and SUPER MASK®. We also provide a host of other
application-specific Pet brands and supplies. Central Garden &
Pet Company is based in Walnut Creek, California, and has
approximately 4,000 employees, primarily in North America and
Europe. For additional information on Central Garden & Pet
Company, including access to Central's SEC filings, please visit
Central's website at www.central.com.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: The statements contained in this release which
are not historical, including statements relating to the Offer and
any financing related thereto, potential capital efficiency and
margin growth and new growth strategies, are forward-looking
statements that are subject to risks and uncertainties that could
cause actual results to differ materially from those set forth or
implied by forward-looking statements. These risks and
uncertainties include, but are not limited to, the satisfaction of
conditions to the Offer, the ability to obtain financing on terms
satisfactory to Central and resulting in the receipt by Central of
proceeds in an amount sufficient finance the Offer, and those risks
and uncertainties described in Central’s Annual Report on Form
10-K, filed November 20, 2009 and Central’s Quarterly Report on
Form 10-Q, filed February 4, 2010, and other Securities and
Exchange Commission filings. Central undertakes no obligation to
publicly update these forward-looking statements to reflect new
information, subsequent events or otherwise.
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