The Scotts Miracle-Gro Company (NYSE: SMG) (the "Company"), the world's leading marketer of branded consumer lawn and garden products, announced today the results to date of its previously announced cash tender offer and consent solicitation (the "Offer") for any and all of its outstanding $200 million aggregate principal amount of 6.625% Senior Subordinated Notes due 2013 (CUSIP No. 810186AG1) (the "Notes"). As of 5:00 p.m., New York City time, on January 24, 2007 (the "Consent Payment Deadline"), which was the deadline for holders to tender their Notes and be eligible to receive the consent payment in connection with the Offer, tenders and consents had been received from holders of $199.5 million in aggregate principal amount of the Notes, representing approximately 99.8% of the outstanding Notes.

Accordingly, the requisite consents to adopt the proposed amendments to the indenture governing the Notes have been received, and a supplemental indenture to effect the proposed amendments has been executed. The proposed amendments to be effected by the supplemental indenture eliminate substantially all of the restrictive covenants and certain events of default in the indenture. The supplemental indenture will not become operative until the acceptance for purchase by the Company of Notes validly tendered (and not validly withdrawn) pursuant to the tender offer. Adoption of the proposed amendments required the consent of holders of at least a majority of the aggregate principal amount of the outstanding Notes. In accordance with the terms of the Offer, tendered Notes may no longer be withdrawn and delivered consents may not be revoked, unless the Company is required by law to permit withdrawal or revocation.

The tender offer and consent solicitation are subject to the satisfaction of certain conditions, including the consummation of the refinancing contemplated by the commitment letter, dated as of December 11, 2006, that ScottsMiracle-Gro received from JPMorgan Chase Bank, N.A., Bank of America, N.A. and Citigroup Global Markets Inc. to provide ScottsMiracle-Gro and certain of its subsidiaries loan facilities totaling in the aggregate up to $2.1 billion. The tender offer is also conditioned upon the satisfaction of customary conditions.

Holders of the Notes who delivered valid tenders by the Consent Payment Deadline will receive the total consideration as described in the Offer to Purchase. Holders who validly tender their Notes after the Consent Payment Deadline, but on or prior to the expiration date of the tender offer, will receive the total consideration less the consent payment of $30.00 per $1,000 principal amount of Notes. The total consideration is expected to be determined as of 2:00 p.m., New York City time, on January 26, 2007, unless the expiration date of the tender offer is extended. Holders who validly tendered their Notes by the Consent Payment Deadline will receive payment on or about February 14, 2007.

The complete terms and conditions of the tender offer and consent solicitation are described in the Offer to Purchase, copies of which may be obtained by contacting D.F. King and Co., Inc., the information agent for the offer, at (212) 269-5550 (collect) or (800) 714-3312 (U.S. toll-free). The Company has engaged Banc of America Securities LLC to act as the exclusive dealer manager and solicitation agent in connection with the tender offer and consent solicitation. Questions regarding the tender offer or consent solicitation may be directed to Banc of America Securities LLC, High Yield Special Products, at (888) 292-0070 (US toll-free) and (704) 388-9217 (collect).

Tender Offer Statement

This press release does not constitute an offer to sell or a solicitation of an offer to buy any Notes or other securities, nor shall there be any sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This announcement is also not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any Notes or other securities. The tender offer and consent solicitation are being made solely by the Offer to Purchase.

About ScottsMiracle-Gro

With $2.7 billion in worldwide sales and more than 6,000 associates, The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, is the world's largest marketer of branded consumer products for lawn and garden care, with products for professional horticulture as well. The Company's brands are the most recognized in the industry. In the U.S., the Company's Scotts(R), Miracle-Gro(R) and Ortho(R) brands are market-leading in their categories, as is the consumer Roundup(R) brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. The Company also owns Smith & Hawken, a leading brand of garden-inspired products that includes pottery, watering equipment, gardening tools, outdoor furniture and live goods. In Europe, the Company's brands include Weedol(R), Pathclear(R), Evergreen(R), Levington(R), Miracle-Gro(R), KB(R), Fertiligene(R) and Substral(R). For additional information, visit us at http://www.scotts.com.

Statement under the Private Securities Litigation Act of 1995

Certain of the statements contained in this press release, including, but not limited to, information regarding the future economic performance and financial condition of the company, the plans and objectives of the company's management, and the company's assumptions regarding such performance and plans are forward looking in nature. Actual results could differ materially from the forward-looking information in this release, due to a variety of factors, including, but not limited to:

* Adverse weather conditions could adversely affect our sales and

financial results;

* Our historical seasonality could impair our ability to pay obligations

as they come due and operating expenses;

* Our substantial indebtedness could adversely affect our financial

health;

* Public perceptions regarding the safety of our products could adversely

affect us;

* The loss of one or more of our top customers could adversely affect our

financial results because of the concentration of our sales to a small

number of retail customers;

* The expiration of certain patents could substantially increase our

competition in the United States;

* Compliance with environmental and other public health regulations could

increase our cost of doing business; and

* Our significant international operations make us more susceptible to

fluctuations in currency exchange rates and to the costs of

international regulation.

Additional detailed information concerning a number of the important factors that could cause actual results to differ materially from the forward looking information contained in this release is readily available in the Company's publicly filed quarterly, annual and other reports.

Source: prnewswire