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.

At December 10, 2021, Church and Dwight Co., Inc. (the “Company”) has closed a subscribed public offer (the “Offer”) of $ 400,000,000 aggregate principal amount of the Company’s 2.300% Senior Notes due 2031 (the “Notes”). The Notes are issued under the First Supplementary Trust Indenture (the “First Supplementary Trust Deed”), dated December 10, 2021, to the deed dated
December 10, 2021 (the “Trust Deed”), between the Company and Deutsche Bank Trust Company Americas, as a trustee. Proceeds from ticket sales will be used to fund a portion of the Company’s recently announced acquisition of the TheraBreath® brand (the “TheraBreah Acquisition”).

Interest on the Notes will accrue from December 10, 2021 and will be payable on
June 15 and December 15 of each year, from June 15, 2022. The notes will expire on December 15, 2031, unless they are withdrawn or redeemed earlier as described below.

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 September 15, 2031 (three months before the maturity date of the Notes) (this date, the “Au Pair Call Date”), the Company may redeem the Notes, in whole or in part, at our option, at a redemption price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest up to the redemption date, but excluding.

In addition, if the TheraBreath acquisition is not consumed on or before
April 23, 2022, or if the agreement to acquire TheraBreath is terminated prior to that date, the Company will redeem the Notes.

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.

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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 LLP relating 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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Jerry B. Hatch