The Scotts Miracle-Gro Company
09/03/2025 | Press release | Distributed by Public on 09/03/2025 14:08
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On August 28, 2025, The Scotts Miracle-Gro Company, in its capacity as seller representative (the "Company"), entered into that certain Second 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 (as previously amended, the "Master Receivables Purchase Agreement"), 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 extending the "Purchase Termination Date" (as defined in the Master Receivables Purchase Agreement) of September 1, 2025 to a new Purchase Termination Date of September 1, 2026, as provided for and permitted under the Master Receivables Purchase Agreement.
Under the Master Receivables Purchase Agreement, as amended to date, 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 receivable generated by sales to five specified customers of the Company. The Seller, as the servicer under the Receivables Facility (the "Servicer"), will continue to service the account receivables sold to the Purchaser for a servicer fee of 20 basis points. The Receivables Facility, after giving effect to the Amendment, is an uncommitted facility with a term that expires on September 1, 2026, unless earlier terminated by the Purchaser.
The Receivables Facility and the Master Receivables Purchase Agreement continue to contain customary representations and warranties and covenants for facilities of this nature, including as to the eligibility of the account receivables being sold, and continue to contain customary repurchase events and indemnification provisions for facilities of this nature.
The Receivables Facility continues to be non-recourse to the Sellers and the Company, other than with respect to customary, limited recourse to the Sellers in the form of (i) repurchase obligations and indemnification obligations for any violations by the Sellers or the Servicer of their respective representations or obligations as seller or servicer under the Master Receivables Purchase Agreement and (ii) certain repurchase or payment obligations arising from any dilution of, or dispute with respect to, any purchased receivables that arise after the sale of such purchased receivables to the Purchaser and not contemplated in the applicable purchase price of such purchased receivable (clauses (i) and (ii) together referred to herein as the "Recourse Obligations").
The Recourse Obligations of the Sellers and the Servicer that may arise from time to time continue to be supported by standby letters of credit of $75 million issued pursuant to the Company's senior secured revolving facility. The Recourse Obligations and other obligations of the Sellers and the Servicer under the Receivables Facility continue to be guaranteed by the Company under a Performance Undertaking (the "Performance Undertaking"), dated as of October 27, 2023, made by the Company in favor of the Purchaser.
The Company continues to expect to use the proceeds from receivables sales under the Receivables Facility for general corporate purposes.
The foregoing summary of the material terms of the Amendment is qualified in its entirety by reference to the Second Amendment to Master Receivables Purchase Agreement which is filed as Exhibit 10.1 to this Current Report on Form-8-K. The description of the material terms of the Master Receivables Purchase Agreement and the Performance Undertaking is qualified in its entirety by the full text of such agreements, copies of which are attached as Exhibits 10.1 and 10.2 to the Form 8-K filed with the SEC on November 1, 2023.
The Scotts Miracle-Gro Company published this content on September 03, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 03, 2025 at 20:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]