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.

On June 2, 2022, Church & Dwight Co., Inc. (the “Company”) has closed a subscribed public offer (the “Offer”) of $500,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2052 (the “Notes”). The Notes are issued under the second supplemental indenture (the “Second Supplemental Indenture”), dated June 2, 2022to the deed dated
December 10, 2021 (the “Deed”), between the Company and Deutsche Bank Trust Company Americas, as trustee. Proceeds from the sale of the Notes will be used with available cash to repay at maturity all of our $300,000,000 outstanding 2.45% senior bonds due August 1, 2022 and our $400,000,000 outstanding 2.875% senior notes due October 1, 2022.

Interest on the Notes will accrue from June 2, 2022 and will be payable on
June 15 and December 15 of each year, from December 15, 2022. The Notes will expire on June 15, 2052unless withdrawn or redeemed earlier as described below.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 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 December 15, 2051 (six months before the maturity date of the Notes) (this date, the “Redemption Date at par”), 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 thereon up to, but not including, the redemption date.

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.

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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 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