Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement dated November 4, 2015 and the
Prospectus dated June 25, 2015
Registration Statement No. 333-204881
Dated: November 4, 2015
Central Garden & Pet Company
Pricing Term Sheet
| Issuer: | Central Garden & Pet Company | |||
| Security description: | Senior Notes due 2023 | |||
| Aggregate principal amount: | $400,000,000 | |||
| Gross proceeds: | $400,000,000 | |||
| Net proceeds (before expenses) | $395,000,000 | |||
| Maturity date: | November 15, 2023 | |||
| Coupon: | 6.125% | |||
| Issue price: | 100.000%, plus accrued and unpaid interest from November 9, 2015, if any | |||
| Yield to maturity: | 6.125% | |||
| Spread to benchmark treasury: | 403 bps | |||
| Benchmark treasury: | UST 2.75% due November 15, 2023 | |||
| Interest payment dates: | November 15 and May 15, commencing May 15, 2016 | |||
| Optional redemption: | Make-whole call at T+50 bps prior to November 15, 2018 | |||
| On and after November 15, 2018, at the prices set forth below (expressed, as percentages of the principal amount), plus accrued and unpaid interest: | ||||
| On or after: |
Price: | |||
| November 15, 2018 | 104.594% | |||
| November 15, 2019 | 103.063% | |||
| November 15, 2020 | 101.531% | |||
| November 15, 2021 and thereafter | 100.000% | |||
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| Optional redemption with equity proceeds: | Prior to November 15, 2018, up to 35% at a redemption price equal to 106.125% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon | |||
| Change of control: | Putable at 101% of principal plus accrued and unpaid interest | |||
| Trade date: | November 4, 2015 | |||
| Settlement: | T+3; November 9, 2015 | |||
| CUSIP/ISIN: | 153527 AL0 / US153527AL06 | |||
| Legal format: | SEC registered | |||
| Denominations/multiple: | $2,000 and integral multiples of $1,000 in excess thereof | |||
| Joint Book-running managers: | J.P. Morgan Securities, LLC | |||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated SunTrust Robinson Humphrey, Inc. | ||||
| Co-managers | BNP Paribas Securities Corp. U.S. Bancorp Investments, Inc. | |||
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The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the U.S. Securities and Exchange Commission (the
“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus and the prospectus supplement if you request them by calling
J.P. Morgan Securities, LLC at (866) 803-9204, Merrill Lynch, Pierce, Fenner & Smith Incorporated at (800) 294-1322
or SunTrust Robinson Humphrey, Inc. at (404) 439-5343.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or other notice was automatically generated as a result of this communication being sent with Bloomberg or another email system.
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