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OFFON

CHURCH & DWIGHT CO., INC.

(CHD)
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CHURCH & DWIGHT CO INC /DE/ : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

12/03/2021 | 04:41pm EST

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.


(c) Exhibits.



Exhibit                                  Description

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
            document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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