CHURCH & DWIGHT CO INC /DE/: Creation of Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)
ARTICLE 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 prior to the Par Call Date (as defined below) at a redemption price equal to the greater of: (i) 100% of the principal amount of the notes redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (excluding any portion of such interest payments accrued to the date of redemption), discounted to the date of redemption over a half-yearly basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury rate (as defined in the Trust Deed), plus 30 basis points, plus accrued and unpaid interest on tickets to be redeemed until the date of redemption.
Additionally, anytime during the day or after
The Notes are senior unsecured obligations and have a right of payment equal to that of the Company’s other senior unsecured indebtedness outstanding from time to time. The Notes are effectively subordinated to any secured indebtedness incurred by the Company to the extent of the security securing such indebtedness, and will be structurally subordinated to all future and existing obligations of the Company’s subsidiaries.
The Indenture and the Second Supplemental Indenture contain covenants relating to the Company which, among other things, restrict the creation of liens, sale-leaseback transactions, consolidations, mergers and dispositions of all or substantially all of the company’s assets. The covenants are subject to a number of important exceptions and qualifications.
This description of the Indenture and the Second Supplemental Indenture is a summary only and is qualified in its entirety by the complete and complete terms of the Indenture and the Second Supplemental Indenture, including copies are attached as Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and incorporated herein by reference.
SECTION 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, incorporated by reference to Exhibit 4.1 to the Company's current report on Form 8-K filed on December 10, 2021. 4.2 Second Supplemental Indenture, dated as of June 2, 2022, 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).
© Edgar Online, source