Current Report Filing (8-k)
March 26 2020 - 6:09AM
Edgar (US Regulatory)
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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): March 25, 2020
THE PROCTER & GAMBLE COMPANY
(Exact Name of Registrant as Specified in Charter)
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Ohio
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001-00434
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31-0411980
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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One Procter & Gamble Plaza , Cincinnati, Ohio 45202
(Address of Principal Executive Offices, and Zip Code)
513-983-1100
Registrant’s Telephone Number, Including Area Code
(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 (see General Instruction A.2. below):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, without Par Value
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PG
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New York Stock Exchange
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4.125% EUR notes due December 2020
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PG20A
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New York Stock Exchange
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0.275% Notes due 2020
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PG20
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New York Stock Exchange
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2.000% Notes due 2021
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PG21
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New York Stock Exchange
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2.000% Notes due 2022
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PG22B
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New York Stock Exchange
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1.125% Notes due 2023
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PG23A
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New York Stock Exchange
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0.500% Notes due 2023
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PG24A
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New York Stock Exchange
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0.625% Notes due 2024
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PG24B
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New York Stock Exchange
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1.375% Notes due 2025
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PG25
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New York Stock Exchange
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4.875% EUR notes due May 2027
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PG27A
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New York Stock Exchange
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1.200% Notes due 2028
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PG28
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New York Stock Exchange
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1.250% Notes due 2029
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PG29B
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New York Stock Exchange
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1.800% Notes due 2029
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PG29A
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New York Stock Exchange
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6.250% GBP notes due January 2030
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PG30
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New York Stock Exchange
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5.250% GBP notes due January 2033
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PG33
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New York Stock Exchange
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1.875% Notes due 2038
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PG38
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New York Stock Exchange
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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 tramsition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On March 25, 2020, The Procter & Gamble Company (the “Company”) closed an underwritten public offering of $750,000,000 aggregate principal amount of 2.450% Notes due March 25, 2025, $500,000,000 aggregate principal amount of 2.800% Notes due March 25, 2027, $1,500,000,000 aggregate principal amount of 3.000% Notes due March 25, 2030, $1,000,000,000 aggregate principal amount of 3.550% Notes due March 25, 2040 and $1,250,000,000 aggregate principal amount of 3.600% Notes due March 25, 2050 under the Company’s Registration Statement on Form S-3 (Registration No. 333-221035). Legal opinions related to these notes are attached hereto as Exhibits (5)(a) and (5)(b) and are incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) The following exhibits are being filed with this Current Report on Form 8-K.
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Exhibit
Number
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Description
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(5)(a)
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Opinion of Giles Roblyer, Esq., Senior Counsel of the Company.
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(5)(b)
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Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP, which is referred to in the opinion filed as Exhibit (5)(a).
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(23)(a)
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Consent of Giles Roblyer, Esq., which is contained in his opinion filed as Exhibit (5)(a).
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(23)(b)
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Consent of Fried, Frank, Harris, Shriver & Jacobson LLP, which is contained in the opinion filed as Exhibit (5)(b).
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(104)
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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THE PROCTER & GAMBLE COMPANY
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BY:
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/s/Sandra T. Lane
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Sandra T. Lane
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Assistant Secretary
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March 25, 2020
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