CHURCH & DWIGHT CO INC / DE /: Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and exhibits (Form 8-K)
ITEM 2.03. Creation of a direct financial obligation.
Interest on the Notes will accrue from
The Company may redeem some or all of the Bonds at any time or from time to time before the Nominal Call Date (as defined below) at a redemption price equal to the greater of the following amounts: (i ) 100% of the principal amount of the tickets being redeemed; and (ii) the sum of the present values of the remaining expected payments of principal and interest thereon (excluding any part of such accrued interest payments on the redemption date), discounted on the redemption date over a period of semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury rate (as defined in the trust deed), plus 15 basis points, plus accrued and unpaid interest on tickets to be reimbursed until the reimbursement date.
In addition, at any time on or after
In addition, if the TheraBreath acquisition is not consumed on or before
The Notes are senior unsecured obligations ranking pari passu in terms of the right of payment to other senior unsecured indebtedness of the Company outstanding from time to time. The Notes are effectively subordinated to any secured indebtedness the Company incurs to the extent of the collateral securing such indebtedness, and will be structurally subordinated to all future and existing obligations of subsidiaries of the Company.
The Deed and the First Supplementary Deed contain restrictive covenants with respect to the company which, among other things, restrict the creation of liens, sale-leaseback transactions, consolidations, mergers and the provisions of all or almost all of the assets of the company. The covenants are subject to a number of exceptions and important reservations.
This description of the act and the first additional act is only a summary and is qualified in its entirety by the full and complete terms of the act and the first additional act, copies of which are attached as Exhibit 4.1. and Exhibit 4.2 herein, respectively, and incorporated herein by reference.
ARTICLE 9.01. Financial statements and supporting documents.
(c) Exhibits. Exhibit Description 4.1 Indenture, dated as of
December 10, 2021, between Church and Dwight Co., Inc.and Deutsche Bank Trust Company Americas, as trustee, relating to the Notes. 4.2 First Supplemental Indenture, dated as of December 10, 2021, between Church & Dwight Co., Inc.and Deutsche Bank Trust Company Americas, as trustee, relating to the Notes. 5.1 Opinion of Proskauer Rose LLPrelating to the Notes. 23.1 Consent of Proskauer Rose LLP(contained in the opinion filed as Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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