UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On February 11, 2021, Central Garden & Pet Company (the “Company”) acquired all of the outstanding shares of capital stock of Flora Parent, Inc., a Delaware corporation (“Green Garden”). Pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) dated December 30, 2020, among the Company, Green Garden and Genesis MergerCo, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Genesis”), Genesis merged with and into Green Garden, with Green Garden surviving as a wholly-owned subsidiary of the Company (the “Acquisition”). The Company’s press release regarding the closing of the acquisition of Green Garden is attached as Exhibit 99.1 to this Form 8-K.
Green Garden, previously known as Plantation Products, headquartered in Norton, Mass., is a leading provider of vegetable, herb and flower seed packets, seed starters and plant nutrients in North America, shipping over 250 million seed packets annually.
Under the terms of the Merger Agreement, the Company paid a total of $532 million, subject to certain working capital adjustments. The Acquisition was financed through cash on hand and borrowings under its Credit Facility (as defined below). The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Form 8-K.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On February 11, 2021, the Company borrowed $179.9 million under its existing Second Amended and Restated Credit Agreement dated September 27, 2019 (the “Credit Facility”) to partially finance the Acquisition. The Credit Facility matures on September 27, 2024. Borrowings under the Credit Facility will bear interest at an index based on LIBOR, plus an applicable margin based on the Company’s consolidated senior leverage ratio. Such applicable margin for LIBOR-based borrowings fluctuates between 1.00%-1.50%.
The foregoing description of the Credit Facility is only a summary and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2019.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
Not filed herewith. Pursuant to Item 9.01(a)(4) of Form 8-K, the Company undertakes to file such information not later than 71 calendar days after February 18, 2021.
| (b) | Pro Forma Financial Information. |
Not filed herewith. Pursuant to Item 9.01(a)(4) of Form 8-K, the Company undertakes to file such information not later than 71 calendar days after February 18, 2021.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 2.1 | Agreement and Plan of Merger, dated December 30, 2020, between Central Garden & Pet Company and Flora Parent, Inc.1 | |
| 99.1 | Press Release dated February 16, 2021. | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.). | |
| 1 | Portions of the exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request. |
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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.
| CENTRAL GARDEN & PET COMPANY | ||
| By: | /s/ George A. Yuhas | |
| George A. Yuhas | ||
| General Counsel and Secretary | ||
Dated: February 17, 2020
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