ITEM 1.01. Entry Into a Material Definitive Agreement.
On December 1, 2021, Church & Dwight Co., Inc. (the "Company") entered into an
underwriting agreement (the "Agreement") with BofA Securities, Inc., Scotia
Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as
representatives of the several underwriters listed therein (collectively, the
"Underwriters"), under which the Company agreed to sell and the Underwriters
agreed to purchase, subject to and upon the terms and conditions set forth
therein, $400,00,000 aggregate principal amount of the Company's 2.300% Senior
Notes due 2031 (the "Notes"). The Notes are being issued to fund a portion of
the Company's recently announced acquisition of the TheraBreath brand (the
"TheraBreath Acquisition"). If the TheraBreath Acquisition is not consumated on
or before April 23, 2022, or the agreement relating to the TheraBreath
Acquisition is terminated prior to such date, the Company will redeem the Notes.
The offer and sale of the Notes has been registered under the Securities Act of
1933, as amended (the "Securities Act") pursuant to the Company's effective
shelf registration statement on Form S-3 (Registration No. 333-254699), and the
Notes will be offered pursuant to the prospectus supplement dated December 1,
2021 and related prospectus dated March 25, 2021. The closing is expected to
occur on December 10, 2021.
The underwriting agreement includes customary representations, warranties and
agreements by the Company and customary conditions to closing and termination
provisions. Additionally, the Company has agreed to indemnify, defend and hold
the underwriter harmless against certain liabilities, including liabilities
under the Securities Act, or contribute to payments that the underwriter may be
required to make in respect of such liabilities. This description of the
underwriting agreement is a summary only and is qualified in its entirety by the
full and complete terms of the underwriting agreement, a copy of which is
attached as Exhibit 1.1 hereto and incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated December 1, 2021, among Church &
Dwight Co., Inc. and BofA Securities, Inc., Scotia Capital (USA) Inc.,
Truist Securities, Inc. and Wells Fargo Securities, LLC, as
representatives of the Underwriters named in Schedule A thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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