NEW YORK, Aug. 1, 2016 /PRNewswire/ -- Avon Products, Inc.
(NYSE: AVP) ("we," "us," "our" or
"Avon") announced today
that it has commenced cash tender offers (each offer, a "Tender
Offer" and, collectively, the "Tender Offers"), subject
to certain terms and conditions, to purchase up to a total of
$650 million aggregate principal
amount of its outstanding (i) 5.750% Notes due 2018 (the "5.750%
2018 Notes"), (ii) 4.200% Notes due 2018 (the "4.200% 2018
Notes"), (iii) 6.500% Notes due 2019 (the"2019
Notes") and (iv) 4.600% Notes due 2020 (the "2020 Notes"
and, together with the 5.750% 2018 Notes, the 4.200% 2018 Notes and
the 2019 Notes, the "Securities"), subject to the Series
Maximum Tender Amount (as defined below) for both the 2019 Notes
and the 2020 Notes (together, the "Capped Securities").
The Tender Offers are scheduled to expire at 11:59 p.m., New York
City time, on August 26, 2016
(such date and time, as it may be extended by us, the
"Expiration Date"). The terms and conditions of the Tender
Offers are described in an Offer to Purchase dated August 1, 2016 (the "Offer to Purchase")
and a related Letter of Transmittal (together, the "Tender Offer
Materials"). Holders of the Securities are urged to carefully
read the Tender Offer Materials before making any decision with
respect to the Tender Offers.
The aggregate principal amount of the Securities that may be
purchased pursuant to the Tender Offers will not exceed
$650 million (the "Tender Cap
Amount"). The principal amount for each series of Capped
Securities that may be purchased pursuant to the Tender Offers will
not exceed the applicable maximum tender amount set forth in the
table below (with respect to each series of Capped Securities, the
"Series Maximum Tender Amount"). Subject to the Tender Cap
Amount and the Series Maximum Tender Amounts, the aggregate
principal amount of any series of Securities that is purchased in a
Tender Offer will be based on the acceptance priority level for
such series, as set forth in the table below (the "Acceptance
Priority Level"). As a result, if the aggregate principal
amount of any Securities validly tendered and not validly withdrawn
in a Tender Offer exceeds the amount of the applicable Series
Maximum Tender Amount or the Tender Cap Amount remaining available
for such Tender Offer after making allowance for all Securities
purchased in a higher (i.e., lower numerical) Acceptance Priority
Level, then, if any Securities of such series are purchased in the
applicable Tender Offer, we will accept such Securities on a pro
rata basis (subject to minimum denomination requirements), and
no Securities of any series with a lower (i.e., higher numerical)
Acceptance Priority Level will be accepted for purchase. In
addition, if Avon elects to have
an Early Settlement Date (as defined below), all Securities
tendered after the Early Tender Date may be subject to proration or
may not be eligible for purchase.
Avon reserves the right to
increase or decrease any or all of the Series Maximum Tender Amount
or the Tender Cap Amount, at any time, subject to compliance with
applicable law without extending withdrawal rights.
The following table summarizes the pricing terms of the Tender
Offers:
|
|
|
|
|
Dollars per $1,000
Principal
Amount of Securities
|
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
(in
millions)
|
Acceptance
Priority Level
|
Series
Maximum
Tender Amount
(in
millions)
|
Tender Offer
Consideration (l)
|
Early Tender
Premium
|
Total
Consideration(1)(2)
|
5.750% Notes due
2018
|
054303AU6
|
$250
|
1
|
N/A
|
$1,020
|
$30
|
$1,050
|
4.200% Notes due
2018
|
054303AR3
|
$250
|
2
|
N/A
|
$990
|
$30
|
$1,020
|
6.500% Notes due
2019
|
054303AW2
|
$350
|
3
|
$250
|
$990
|
$30
|
$1,020
|
4.600% Notes due
2020(3)
|
054303AX0
|
$500
|
4
|
$100
|
$920
|
$30
|
$950
|
|
|
(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 6.350% per annum.
|
The total consideration for each $1,000 principal amount for each applicable
series of Securities validly tendered and not withdrawn at or prior
to 5:00 p.m. New York City time on August 12, 2016 (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 Offers, will be the
applicable total consideration set forth in the table above (the
"Total Consideration"). The Total Consideration includes the
early tender premium for such series of Securities also set forth
in the table above (the "Early Tender Premium"). Holders
must validly tender and not subsequently validly withdraw their
Securities at or prior to the Early Tender Date in order to be
eligible to receive the Total Consideration for such Securities
purchased in the Tender Offers.
Subject to the terms and conditions of the Tender Offers, each
Holder who validly tenders and does not subsequently validly
withdraw their Securities at or prior to the Early Tender Date will
be eligible to receive the Total Consideration for such series,
plus accrued and unpaid interest up to, but not including, the
applicable Settlement Date (as defined below). Holders who
validly tender their Securities after the Early Tender Date but at
or prior to the Expiration Date will be eligible to receive the
tender offer consideration equal to the applicable Total
Consideration less the Early Tender Premium (the "Tender Offer
Consideration") for such series, plus accrued and unpaid
interest up to, but not including, the applicable Settlement
Date.
Avon reserves the right to
accept for purchase any Securities validly tendered at or prior to
the Early Tender Date (the "Early Settlement Date") at any
point following the Early Tender Date and before the Expiration
Date, subject to each Series Maximum Tender Amount, the Tender Cap
Amount and the application of the Acceptance Priority Levels.
The Early Settlement Date will be determined at our option and is
currently expected to occur within three business days following
the Early Tender Date.
Irrespective of whether we choose to exercise our option to have
an Early Settlement Date, we will purchase any remaining Securities
that have been validly tendered by the Expiration Date and that we
choose to accept for purchase, subject to each Series Maximum
Tender Amount, the Tender Cap Amount, and the application of the
Acceptance Priority Levels, 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 three business days following the Expiration Date.
Securities tendered may be withdrawn from the Tender Offers at
or prior to, but not after, 5:00
p.m., New York City time,
on August 12, 2016, unless extended,
by following the procedures described in the Tender Offer
Materials.
None of the Tender Offers is conditioned upon any minimum amount
of Securities being validly tendered or on the completion of the
other Tender Offers. Our obligation to accept, and pay for,
Securities validly tendered pursuant to the Tender Offers is
conditioned upon satisfaction of certain conditions as described in
the Tender Offer Materials, including the consummation of a
concurrent notes offering 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 Offers at any
time.
Avon has retained Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global
Markets Inc. and Goldman, Sachs & Co. to serve as Dealer
Managers for the Tender Offers. Global Bondholders Securities
Corporation has been retained to serve as the Depositary and Tender
Agent for the Tender Offers. Questions regarding the Tender Offers
may be directed to BofA Merrill Lynch at (888) 292-0070 (toll-free)
or (980) 388-3646 (collect), Citigroup at (800) 558-3745
(toll-free) or (212)723-6106 (collect) and Goldman, Sachs & Co.
at (800) 828-3182 (toll-free) or (212) 902-6941 (collect). Requests
for the Tender Offer Materials may be directed to Global Bondholder
Services Corporation at (212) 430-3774 (collect) or (866) 470-3800
(toll free) or by email at contact@gbsc-usa.com.
Avon is making the Tender
Offers only by, and pursuant to, the terms of the Tender Offer
Materials. None of Avon, the
Dealer Managers, the Depositary and Tender Agent make any
recommendation as to whether holders should tender or refrain from
tendering their Securities. Holders must make their own decision as
to whether to tender Securities and, if so, the principal amount of
the Securities to tender. The Tender Offers are not being
made to holders of Securities 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
any jurisdiction in which the securities laws or blue sky laws
require the Tender Offers to be made by a licensed broker or
dealer, the Tender Offers will be deemed to be made on behalf of
Avon by the Dealer Managers, or
one or more registered brokers or dealers that are 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 the Company's 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.
Additional information identifying such factors is contained in
Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2015, our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2016, 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.
Avon is the Company that for
130 years has proudly stood for beauty, innovation, optimism and,
above all, for women. Avon
products include well-recognized and beloved brands such as ANEW,
Avon Color, Avon Care, Skin-So-Soft, and Advance Techniques sold
through nearly 6 million active independent Avon Sales
Representatives.
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SOURCE Avon Products, Inc.