Undertaking to Furnish Debt Instruments Agreement – The Scotts Miracle-Gro Company to SEC (2022)

Summary

The Scotts Miracle-Gro Company informs the SEC that, except for those already filed or referenced in its 2022 Annual Report, it has no long-term debt agreements exceeding 10% of its total consolidated assets. The company agrees to provide the SEC with copies of any such debt instruments or agreements, if requested, that define the rights of debt holders but are not included as exhibits in the report. This letter is signed by the company's Executive Vice President and Interim CFO.

EX-4.5 2 exhibit45smg20220930.htm EXHIBIT 4.5 Document

Exhibit 4.5

November 28, 2022

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: The Scotts Miracle-Gro Company – Annual Report on Form 10-K for the fiscal year ended September 30, 2022

Ladies and Gentlemen:

The Scotts Miracle-Gro Company, an Ohio corporation (“Scotts Miracle-Gro”), is today filing its Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (the “Form 10-K”).

Neither Scotts Miracle-Gro nor any of its consolidated subsidiaries has outstanding any instrument or agreement with respect to its long-term debt, other than those filed or incorporated by reference as an exhibit to the Form 10-K, under which the total amount of long-term debt authorized exceeds ten percent (10%) of the total assets of Scotts Miracle-Gro and its subsidiaries on a consolidated basis. In accordance with the provisions of Item 601(b)(4)(iii) of SEC Regulation S-K, Scotts Miracle-Gro hereby agrees to furnish to the SEC, upon request, a copy of each such instrument or agreement defining the rights of holders of long-term debt of Scotts Miracle-Gro or the rights of holders of long-term debt of one of Scotts Miracle-Gro’s consolidated subsidiaries, in each case which is not being filed or incorporated by reference as an exhibit to the Form 10-K.

Very truly yours,

THE SCOTTS MIRACLE-GRO COMPANY

/s/ DAVID C. EVANS

David C. Evans

Executive Vice President and Interim Chief Financial Officer

14111 Scottslawn Road Marysville, OH 43041 ###-###-####