LONDON, June 19, 2019
/PRNewswire/ -- Avon Products, Inc. (NYSE: AVP) ("we,"
"us," "our" or "Avon") announced today that it has
commenced a cash tender offer (the "Tender Offer"), subject
to certain terms and conditions, to purchase any and all of its
4.600% Notes due 2020 (the "Notes").
The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on July 17, 2019
(such date and time, as it may be extended by us, the
"Expiration Date"). The terms and conditions of the Tender
Offer are described in an Offer to Purchase dated June 19, 2019 (the "Offer to
Purchase"). Holders of the Notes are urged to carefully read
the Offer to Purchase before making any decision with respect to
the Tender Offer.
The following table summarizes the pricing terms of the Tender
Offer:
|
|
|
Per $1,000
Principal Amount
|
Notes
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Tender Offer
Consideration(1)
|
Early Tender
Premium
|
Total
Consideration(1)(2)
|
4.600% Notes
due 2020 (3)
|
054303AX0
|
$386,988,000
|
$997.70
|
$30
|
$1,027.70
|
|
|
(1)
|
Excludes accrued and
unpaid interest up to, but not including, the applicable Settlement
Date (as defined below), which will be paid in addition to the
Tender Offer Consideration (as defined below) or Total
Consideration (as defined below), as applicable.
|
(2)
|
Includes the Early
Tender Premium (as defined below).
|
(3)
|
The interest rate
payable on our 4.600% Notes due 2020 is subject to adjustment in
the event of a change in credit ratings and is currently at an
interest rate of 6.600% per annum.
|
The total consideration per $1,000
principal amount of the Notes validly tendered and not validly
withdrawn at or prior to 5:00 p.m.
New York City time on July 2,
2019 (such date and time, as it may be extended or earlier terminated by Avon, the "Early Tender Date"), and
accepted for purchase pursuant to the Tender Offer, is set forth in
the table above (the "Total Consideration"). The Total
Consideration includes the early tender premium for the Notes set
forth in the table above
(the "Early Tender Premium"). Holders
must validly tender and not subsequently validly withdraw their
Notes at or prior to the Early Tender Date in order to be eligible
to receive the Total Consideration for the Notes purchased in the
Tender Offer.
Subject to the terms and conditions of the Tender Offer, each
Holder who validly tenders and does not subsequently validly
withdraw their Notes at or prior to the Early Tender Date will be
entitled to receive the Total Consideration, plus accrued and
unpaid interest up to, but not including, the applicable Settlement
Date (as defined below). Holders who validly tender their
Notes after the Early Tender Date but at or prior to the Expiration
Date will be entitled to receive the tender offer consideration
equal to the Total Consideration less the Early Tender Premium (the
"Tender Offer Consideration"), plus accrued and unpaid
interest up to, but not including, the applicable Settlement
Date.
Avon reserves the right but is under no obligation, at any
point following the Early Tender Date and before the Expiration
Date, to accept for purchase any Notes validly tendered at or prior
to the Early Tender Date (the "Early Settlement
Date"). The Early Settlement Date will be determined at
our option and is currently expected to occur on July 3, 2019, unless extended by us, assuming all
conditions to the Tender Offer have been satisfied.
Irrespective of whether we choose to exercise our option to have
an Early Settlement Date, we will purchase any remaining Notes that
have been validly tendered by the Expiration Date, subject to all
conditions to the Tender Offer having been satisfied or waived by
us, on a date promptly following the Expiration Date (the "Final
Settlement Date" and each of the Early Settlement Date and
Final Settlement Date, a "Settlement Date"). The Final
Settlement Date is expected to occur within one business day
following the Expiration Date.
Notes tendered may be validly withdrawn from the Tender Offer at
or prior to, but not after, 5:00
p.m., New York City time,
on July 2, 2019, unless extended by
us, by following the procedures described in the Offer to
Purchase.
The Tender Offer is not conditioned upon any minimum amount of
Notes being validly tendered. Our obligation to accept for
payment and pay for Notes in the Tender Offer is subject to the
satisfaction of certain conditions as described in the Offer to
Purchase, including the consummation of a financing transaction on
terms satisfactory to Avon. We
reserve the right, subject to applicable law, to waive any one or
more of the conditions with respect to the Tender Offer at any
time.
We may issue a redemption notice on or after the Early
Settlement Date to redeem the Notes not purchased by us in the
Tender Offer following the Early Settlement Date. There are no
assurances that we will issue a redemption notice, and we are not
obligated to do so. The Notes are currently redeemable at a price
equal to 100% of the aggregate principal amount thereof plus a
"make-whole" premium and accrued and unpaid interest. This Offer to
Purchase does not constitute a notice of redemption of the
Notes.
Avon has retained Goldman Sachs & Co. LLC
to serve as the
Dealer Manager for the Tender Offer. D.F.
King & Co.,
Inc. has been retained to serve as the Tender
Agent and Information Agent for the Tender Offer. Questions regarding
the Tender Offer may be directed to
Goldman Sachs & Co.
LLC at (800) 828-3182 (toll-free) or (212) 357-3316 (collect).
Requests for the Offer to
Purchase may be directed to D.F. King
& Co., Inc. at (212) 269-5550
(collect) or (800)
769-4414 (toll free) or by email at avon@dfking.com.
Avon is making the Tender Offer
only by, and pursuant to, the terms of the Offer to Purchase. None
of us, our board of directors, the Dealer Manager or the Tender
Agent and Information Agent make any recommendation as to whether
Holders should tender or refrain from tendering their Notes.
Holders must make their own decision as to whether to tender their
Notes and, if so, the principal amount of such Notes to tender.
The Tender Offer is not being made to holders of Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In those jurisdictions where the securities, blue sky
or other laws require the Tender Offer to be made by a licensed
broker or dealer, the Tender Offer will be deemed to be made on
behalf of Avon by the Dealer
Manager or one or more registered brokers or dealers licensed under
the laws of such jurisdiction.
This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to
purchase any new securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
Forward-Looking Information
In addition to historical information, this release contains forward-looking statements that are not historical facts or information may be forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Words such as "estimate," "project," "forecast," "plan,"
"believe," "may," "expect," "anticipate," "intend," "planned,"
"potential," "can," "expectation," "could," "will," "would" and
similar expressions, or the negative of those expressions, may
identify forward-looking statements. Such forward-looking
statements are based on management's reasonable current
assumptions, expectations, plans and forecasts regarding our
current or future results and future business and economic
conditions more generally. Such forward-looking statements involve
risks, uncertainties and other factors, which may cause the actual
results, levels of activity, performance or achievement of
Avon to be materially different
from any future results expressed or implied by such
forward-looking statements, and there can be no assurance that
actual results will not differ materially from management's
expectations. Therefore, you should not rely on any of these
forward-looking statements as predictors of future events.
Additional information identifying such factors is contained in
Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2018, our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019, our Current Reports on Form 8-K
filed on May 22, 2019 and
May 24, 2019, other reports and
documents we file with the Securities and Exchange Commission and
the risks described herein under "Certain Significant
Considerations" in the Offer to Purchase. We undertake no
obligation to update any forward-looking statements.
All forward-looking statements contained in this release are
qualified in their entirety by this cautionary statement.
Forward-looking statements speak only as of the date they are or
were made, and we do not intend to update or otherwise revise the
forward-looking statements to reflect events or circumstances after
the date of this release or to reflect the occurrence of
unanticipated events, except as required by law.
About Avon Products, Inc.
For 130 years Avon has stood
for women: providing innovative, quality beauty products which are
primarily sold to women, through women. Millions of independent
Representatives across the world sell iconic Avon brands such as
Avon Color and ANEW through their social networks, building their
own beauty businesses on a full- or part-time basis. Avon supports women's empowerment,
entrepreneurship and well-being and has donated over $1 billion to women's causes through Avon and the Avon Foundation.
View original
content:http://www.prnewswire.com/news-releases/avon-announces-cash-tender-offer-for-2020-notes-300871690.html
SOURCE Avon Products, Inc.