The Scotts Miracle-Gro Company (NYSE: SMG) made it official. The gardening behemoth has officially transferred its wholly-owned subsidiary, The Hawthorne Collective, Inc., to an independent strategic partner.
Scotts established its hydroponic business, Hawthorne Gardening, to enter the cannabis space. In the beginning, it looked like a stellar plan, as the industry was rapidly growing and competing to see who could build the largest grow facilities. Sales of equipment soared and Hawthorne was seen as a leader in the space. The company also saw this as an opportunity to get into the investing side of cannabis as well and created the Hawthorne Collective as an investment vehicle.
Riv Capital deal
The company mentioned in its statement that the Hawthorne Collective’s holdings included investments in Fluent, previously Cansortium, a vertically integrated cannabis company with licenses and operations in Florida, Pennsylvania, Texas and New York. It did not remind investors that the company gave $150 million to Riv Capital in 2021. Then, in 2022, Hawthorne Collective gave Riv another $50 million and Riv Capital spent $247 million to buy New York medical operator Etain.
The deal angered the Riv board, which felt it was too high a price to pay and that turned out to be prophetic. New York State delayed the company’s ability to sell adult-use cannabis, which pushed the investment return out by many years. Riv had paid $247 million for a company that was selling only a million dollars of medical marijuana a quarter.
In December of 2024, Fluent bought Hawthorne Collective’s unsecured convertible notes in Riv for $160 million in Fluent stock.
Hydroponic dries up
Hawthorne Gardening fared no better. The bottom fell out as the commodity price for cannabis dropped below or at least close to what it cost to produce cannabis. Large multi-state operators began to scale back on the huge cultivation facilities and sales began to drop at Hawthorne Gardening. The falling fortunes at Hawthorne began to weigh on the overall company and were negatively impacting the company’s stock price.
The board of directors decided it was time to part ways for both subsidiaries.
“The Hawthorne Collective transaction is the initial step in our plan to move our cannabis-adjacent subsidiaries into a separate and independent company as we further our strategic focus on our core lawn and garden business,” said Jim Hagedorn, chairman and CEO of Scotts Miracle-Gro. “For our shareholders, this will reduce the impact of the cannabis sector’s volatility on our Company’s stock and provide opportunities to drive meaningful and immediate value creation through increased investments in our consumer business. As we further advance this plan, we next will look to separate The Hawthorne Gardening Company from ScottsMiracle-Gro by the close of fiscal 2025.
According to the company statement, Scotts Miracle-Gro transferred The Hawthorne Collective to a strategic partner in exchange for an interest-bearing promissory note. Scotts said it retains an option to buy back The Hawthorne Collective or its assets should cannabis legalization and other measures to positively impact the industry be approved at the federal level.
Hagedorn continued, saying, “The Hawthorne companies were intended to capitalize on the legal cannabis sector, but the ability to achieve sustained growth within this industry has been challenged by four years of unkept promises resulting in total inaction at the federal level on cannabis-related issues.”