8-K

CHURCH & DWIGHT CO., INC.

Date: December 10, 2021

/s/ Richard A. Dierker

Richard A. Dierker

Executive Vice President and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of the report (Date of earliest event reported): December 10, 2021

LOGO

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

1-10585

13-4996950

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


500 Charles Ewing Boulevard, Ewing, New Jersey				08628
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (609) 806-1200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol

Name of each exchange

on which registered

Common Stock, $1 par value

CHD

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.03.

Creation of a Direct Financial Obligation.

On December 10, 2021, Church & Dwight Co., Inc. (the “Company”) closed an underwritten public offering (the “Offering”) of $400,000,000 aggregate principal amount of the Company’s 2.300% Senior Notes due 2031 (the “Notes”). The Notes are being issued under the first supplemental indenture (the “First Supplemental Indenture”), dated December 10, 2021, to the indenture, dated December 10, 2021 (the “Indenture”), between the Company and Deutsche Bank Trust Company Americas, as trustee. The proceeds from the sale of the Notes 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, beginning on June 15, 2022. The Notes will mature on December 15, 2031, unless earlier retired or redeemed as described below.

The Company may redeem some or all of the Notes, 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 being redeemed; and (ii) the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any portion of such payments of interest accrued as of the date of redemption), discounted to the date of redemption on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture), plus 15 basis points, plus accrued and unpaid interest on the Notes to be redeemed to the redemption date.

In addition, at any time on or after September 15, 2031 (three months prior to the maturity date of the Notes) (such date, the “Par 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 thereon to, but excluding, the redemption date.

Additionally, if the TheraBreath Acquisition is not consummated 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 Notes are senior unsecured obligations and rank equal in right of payment to the Company’s other senior unsecured debt from time to time outstanding. The Notes are effectively subordinated to any secured debt the Company incurs to the extent of the collateral securing such indebtedness, and will be structurally subordinated to all future and existing obligations of the Company’s subsidiaries.

The Indenture and the First Supplemental Indenture contain covenants with respect to the Company that, 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 First Supplemental Indenture is a summary only and is qualified in its entirety by the full and complete terms of the Indenture and First Supplemental Indenture, copies of which are attached as Exhibit 4.1 and Exhibit 4.2 hereto, respectively, and incorporated herein by reference.

ITEM 9.01.

Financial Statements and 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).