01—Abstract
Summary
Summary of the 8-K filed December 3, 2021. Cited figures are marked; the original filing is the authoritative source.
Church & Dwight Co., Inc. (CHD) announced on December 3, 2021, its entry into a material definitive agreement to issue $400 milliona in aggregate principal amount of 2.300% Senior Notes due 2031.
This debt issuance is specifically intended to fund a portion of the Company's recently announced acquisition of the TheraBreath brand. The offering is being made under the Company's existing shelf registration statement and is expected to close on December 10, 2021. Investors should note that the issuance of these notes is contingent on the consummation of the TheraBreath Acquisition.
Should the acquisition not close by April 23, 2022, or if the acquisition agreement is terminated before that date, the Company is obligated to redeem these senior notes. This structure highlights the direct link between the acquisition's success and the financing arrangement, posing a potential risk if the deal falters.
02—Key points
Key Highlights
- CHD is issuing $400 million of 2.300% Senior Notes due 2031.
- The primary purpose of the note issuance is to finance the acquisition of the TheraBreath brand.
- The offering is being conducted under an existing shelf registration statement.
- The closing of the note issuance is expected to occur on December 10, 2021.
- The notes will be redeemed if the TheraBreath Acquisition does not close by April 23, 2022, or if the acquisition agreement is terminated.
- The underwriting agreement includes standard representations, warranties, conditions, and indemnification clauses.
- The underwriting is being managed by BofA Securities, Inc., Scotia Capital (USA) Inc., Truist Securities, Inc., and Wells Fargo Securities, LLC.
03—Questions
Frequently Asked Questions
What is the primary reason for Church & Dwight issuing these new Senior Notes?
The Company is issuing $400 million of 2.300% Senior Notes due 2031 to fund a portion of the acquisition of the TheraBreath brand. This acquisition was recently announced by the company.
What happens to the Senior Notes if the TheraBreath acquisition does not go through?
If the TheraBreath Acquisition is not consummated on or before April 23, 2022, or if the agreement relating to the acquisition is terminated prior to that date, Church & Dwight Co., Inc. will be required to redeem the Notes.
When is the expected closing date for the issuance of these Senior Notes?
The closing for the offering and sale of the 2.300% Senior Notes due 2031 is expected to occur on December 10, 2021.
Under what regulatory framework are these notes being offered?
The offer and sale of the Notes are registered under the Securities Act of 1933, as amended, pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-254699). The notes will be offered via a prospectus supplement dated December 1, 2021, and a related prospectus dated March 25, 2021.
04—Continue