Final Term Sheet – Sale of Notes – Colgate-Palmolive Co.
Colgate-Palmolive Company
Medium-Term Notes – Fixed Rate
Series F
FINAL TERM SHEET
We are hereby offering to sell Notes having the terms specified below to you
with the assistance of the agents listed below, each acting as principal
(collectively, the “Agents”) for whom Banc of America Securities LLC, Citigroup
Global Markets Inc., Goldman, Sachs & Co. and RBS Securities Inc. are acting
as joint book-running managers, at a fixed initial public offering price of
99.248% of the principal amount.
|
Principal Amount: $188,000,000 |
Trade Date: October 29, 2010 |
Interest Payment Dates: May 1 and November 1 of each year, commencing on May
1, 2011
|
Redemption: |
The Notes may be redeemed at the option of Colgate prior to the stated |
|
Optional Repayment: |
N/A |
Currency:
|
Specified Currency: |
US Dollars |
Minimum Denomination: $1,000
|
Original Issue Discount: [ ] [ X ] No |
Total amount of OID:
Yield to Maturity:
Initial Accrual Period:
|
Form: |
[ X ] |
Book-entry |
[ |
] |
Certificated |
|
|
[ X] |
Other Provisions: |
|||||
|
Optional Redemption: |
The notes may be redeemed at our option, at any time in whole or from time to
time in part. The redemption price for the notes to be redeemed on any
redemption date will be equal to the greater of the following amounts:
|
|
100% of the principal amount of the notes being redeemed on the redemption |
|
|
the sum of the present values of the remaining scheduled payments of |
plus, in each case, accrued and unpaid interest on the notes to the
redemption date.
Notwithstanding the foregoing, installments of interest on the notes that are
due and payable on interest payment dates falling on or prior to a redemption
date will be payable on the interest payment date to the registered holders as
of the close of business on the relevant record date according to the notes and
the indenture. The redemption price will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.
We will mail notice of any redemption at least 30 days but not more than 60
days before the redemption date to each registered holder of the notes to be
redeemed. Once notice of redemption is mailed, the notes called for redemption
will become due and payable on the redemption date and at the applicable
redemption price, plus accrued and unpaid interest to the redemption date.
“Treasury Rate” means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
“Comparable Treasury Issue” means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the notes to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the notes.
“Comparable Treasury Price” means, with respect to any redemption date, (A)
the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotations, or (B) if the trustee obtains fewer than three such Reference
Treasury Dealer Quotations, the average of all such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such Quotation.
“Reference Treasury Dealer” means Banc of America Securities LLC, Citigroup
Global Markets Inc., Goldman, Sachs & Co. and RBS Securities Inc. (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), we will substitute therefor another Primary Treasury Dealer.
“Reference Treasury Dealer Quotation” means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
2
writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. (New
York City time) on the third business day preceding such redemption date.
On and after the redemption date, interest will cease to accrue on the notes
or any portion of the notes called for redemption (unless we default in the
payment of the redemption price and accrued interest). On or before the
redemption date, we will deposit with a paying agent or the trustee money
sufficient to pay the redemption price of and accrued interest on the notes to
be redeemed on that date. If less than all of the securities of any series are
to be redeemed, the securities to be redeemed shall be selected by the trustee
by a method the trustee deems to be fair and appropriate. The notes will not be
entitled to the benefit of any mandatory redemption or sinking fund.
The Agents have severally and not jointly agreed to purchase from us, and we
have agreed to sell to the Agents, the principal amount of Notes set forth
opposite their respective names below.
|
Agents |
Principal Amount of Notes |
|
Banc of America Securities LLC |
$37,600,000 |
|
Citigroup Global Markets Inc. |
37,600,000 |
|
Goldman, Sachs & Co. |
37,600,000 |
|
RBS Securities Inc. |
37,600,000 |
|
Credit Suisse Securities (USA) LLC |
37,600,000 |
|
Total |
$188,000,000 |
|
Use of Proceeds: |
The net proceeds from the sale of the Notes will be used by Colgate to retire
commercial paper which was issued by Colgate for general corporate purposes. As
of October 28, 2010, Colgate153s outstanding commercial paper had a weighted
average interest rate of 0.19% with maturities ranging from 1 day to 26 days.
Legal Matters:
Sidley Austin LLP, New York, New York has acted as counsel for Colgate. Mayer
Brown LLP has acted as counsel for the Agents.
The Issuer has filed a registration statement (including a
prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement
and other documents the Issuer has filed with the SEC for more complete
information about the Issuer and this offering. You may get these documents for
free by visiting EDGAR on the SEC Website at www.sec.gov.
Alternatively, you may request a copy of the prospectus by calling
Banc of America Securities LLC, toll free at (800) 294-1322; Citigroup Global
Markets Inc., toll free at (877) 858-5407; Goldman, Sachs & Co., toll free
at (866) 471-2576; or RBS Securities Inc., toll free at (866) 884-2071.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT
APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR
OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION
BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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