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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/09/14 Clorox Co/DE 8-K:8,9 12/04/14 4:218K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 14K 2: EX-1.1 Underwriting Agreement HTML 102K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 55K 4: EX-5.1 Opinion re: Legality HTML 10K
| 8-K |
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 Report (Date of earliest event reported): December 4, 2014
THE CLOROX COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-07151 | 31-0595760 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1221 Broadway, Oakland, California 94612-1888
(Address of principal executive offices) (Zip code)
(510) 271-7000
(Registrant’s telephone number, including area code)
Not applicable
(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)) |
Item 8.01 – Other Events
On December 4, 2014, The Clorox Company (the “Company”) executed an underwriting agreement in connection with the sale of $500 million aggregate principal amount of its 3.500% senior notes due December 15, 2024 (the “Notes”), in an underwritten registered public offering (the “Underwriting Agreement”). The offering closed on December 9, 2014.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1. A copy of the Fifth Supplemental Indenture, dated as of December 9, 2014, between the Company and Wells Fargo Bank, National Association, as trustee, with respect to the Notes is attached as Exhibit 4.1. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the validity of the notes to be issued in this offering is attached as Exhibit 5.1.
Item 9.01 – Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated as of December 4, 2014 | |
| 4.1 | Fifth Supplemental Indenture, dated as of December 9, 2014, between the Company and Wells Fargo Bank, National Association, as trustee | |
| 5.1 | Opinion of Morgan, Lewis & Bockius LLP | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE CLOROX COMPANY | ||||
| Date: December 9, 2014 | By: | /s/ Laura Stein | ||
| Name: | Laura Stein | |||
| Title: | Senior Vice President – General Counsel | |||
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement dated as of December 4, 2014 | |
| 4.1 | Fifth Supplemental Indenture, dated as of December 9, 2014, between the Company and Wells Fargo Bank, National Association, as trustee | |
| 5.1 | Opinion of Morgan, Lewis & Bockius LLP | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/15/24 | ||||
| Filed on: | 12/9/14 | |||
| For Period End: | 12/4/14 | 424B3, 8-K, FWP, S-3ASR | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/10/23 Clorox Co./DE 10-K 6/30/23 133:15M 8/10/22 Clorox Co./DE 10-K 6/30/22 129:15M 8/10/21 Clorox Co./DE 10-K 6/30/21 131:16M 8/13/20 Clorox Co./DE 10-K 6/30/20 133:19M |