CLOROX CO /DE/ 8-K

What Happened
The Clorox Company announced on March 6, 2026 (filed March 10, 2026) that it entered into two credit agreements totaling $2.25 billion to support its acquisition of GOJO Industries, Inc. (maker of PURELL). The agreements are: a $1.0 billion 364‑day revolving credit facility and a $1.25 billion delayed-draw term credit facility. JPMorgan Chase, Citibank and Wells Fargo serve as administrative agents and lenders; JPMorgan Chase, Citibank and Wells Securities acted as joint lead arrangers and bookrunners. The debt is senior unsecured and unguaranteed.

Key Details

• Total commitments: $2,250,000,000 (364‑day revolving credit: $1,000,000,000; delayed-draw term credit: $1,250,000,000).
• Purpose: Delayed-draw facility is sized to fund a portion of the GOJO acquisition consideration, related fees/expenses and repay certain GOJO indebtedness; remaining amounts available for general corporate purposes.
• Term and availability: Revolver borrowings available through March 5, 2027 (option to convert outstanding amounts to a term loan due March 5, 2028). Delayed-draw loans mature March 5, 2027; commitments terminate earliest of Dec 31, 2026, acquisition termination, or closing without using the facility.
• Pricing and fees: Borrowings priced at either a Base Rate or Term SOFR plus a margin that varies with Clorox’s credit rating; the revolver carries a quarterly facility fee and the delayed draw carries a ticking fee on undrawn amounts (fees vary by credit rating).
• Covenants/defaults: Facilities include customary representations, affirmative/negative covenants and events of default; the only financial covenant is a consolidated interest coverage ratio. Commitments may be reduced or prepaid on receipt of certain net cash proceeds from equity/debt issuances.

Why It Matters
This filing creates new, material debt capacity tied to Clorox’s acquisition of GOJO and establishes the immediate financing terms investors should expect. The facilities are unsecured and include only an interest-coverage financial covenant (not leverage ratios), which affects the company’s flexibility and credit profile. Investors should note the total near‑term increase in funded capacity ($2.25B), the maturity/availability timelines for each facility, and that pricing and fees will depend on Clorox’s credit rating.