Material Event - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) August 2, 2022 (August 1, 2022)

COLGATE-PALMOLIVE COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-644	13-1815595
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

	300 Park Avenue, New York, NY	10022
	(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code (212) 310-2000

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 (see General Instruction A.2. below):

☐	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 Securities 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	CL	New York Stock Exchange
0.500% Notes due 2026	CL26	New York Stock Exchange
0.300% Notes due 2029	CL29	New York Stock Exchange
1.375% Notes due 2034	CL34	New York Stock Exchange
0.875% Notes due 2039	CL39	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01.

Other Events.

On August 1, 2022, Colgate-Palmolive Company (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the "Underwriters") in connection with the Company's public offering (the "Offering") of $500,000,000 aggregate principal amount of its 3.100% Senior Notes due 2025 (the "2025 Notes"), $500,000,000 aggregate principal amount of its 3.100% Senior Notes due 2027 (the "2027 Notes") and $500,000,000 aggregate principal amount of its 3.250% Senior Notes due 2032 (the "2032 Notes" and, together with the 2025 Notes and the 2027 Notes, the "Notes"). Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Offering is expected to close on or about August 9, 2022, subject to customary closing conditions.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities.

The Offering was made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-249768) filed with the Securities and Exchange Commission on October 30, 2020.

The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits. The following exhibits are filed with this document:

Exhibit Number		Description
1.1		Underwriting Agreement, dated August 1, 2022, by and among Colgate-Palmolive Company, Barclays Capital Inc., BofA Securities, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc.
5.1		Opinion of Hogan Lovells US LLP
23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline eXtensible Business Reporting Language (Inline XBRL) document)

SIGNATURE

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 hereunto duly authorized.

	COLGATE-PALMOLIVE COMPANY
Date: August 2, 2022	By:		/s/ Stanley J. Sutula III
	Name:	Stanley J. Sutula III
	Title:	Chief Financial Officer

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