UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 26, 2019
AVON PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
 
 
     
New York
1-4881
13-0544597
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
   
 
Building 6, Chiswick Park
London W4 5HR
United Kingdom
(Address of principal executive offices)   (Zip Code)
 +44-1604-232425
(Registrant’s telephone number, including area code)  
 

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):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.25 per share
AVP
NYSE

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 transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

ITEM 1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 26, 2019, in connection with the previously announced solicitation of consents by Natura Cosméticos S.A. (“Natura”) on behalf of Avon Products, Inc. (“Avon”) to amend the indenture governing Avon’s outstanding 5.000% Notes due 2023 (the “Indenture”), Avon and Deutsche Bank Trust Company Americas, as trustee under the Indenture, entered into a supplemental indenture to the Indenture. The Supplemental Indenture was executed following receipt of the requisite consents, and amends the change of control definition in the Indenture to provide that the previously announced transaction pursuant to which Avon will become a wholly owned direct subsidiary of Natura &Co Holding will not constitute a change of control under the Indenture.
The foregoing description of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, attached hereto as Exhibit 4.1, and incorporated herein by reference.
ITEM 3.03.
MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The disclosure required by this Item is included in Item 1.01 and is incorporated herein by reference.
Forward-Looking Information
In addition to historical information, this Current Report on Form 8-K contains forward-looking statements that are not historical facts or information that 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 the Company 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, the Company’s Current Reports on Form 8-K filed on May 22, 2019 and May 24, 2019 and other reports and documents.
The Company files with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements. All forward-looking statements contained in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are or were made, and the Company does not intend to update or otherwise revise the forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events, except as required by law.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
 
(d):
The following exhibits are being filed herewith:
 
     
 

Exhibit No.
  
Exhibit
4.1
 
Ninth Supplemental Indenture, dated July 26, 2019, between Avon Products, Inc., as Issuer, and Deutsche Bank Trust Company Americas, as trustee.

SIGNATURES

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.
 
             
 
 
 
 
AVON PRODUCTS, INC.
 
       
Date: July 31, 2019
 
 
 
By:
 
/s/ Ginny Edwards
 
 
 
 
Name:
 
Ginny Edwards
 
 
 
 
Title:
 
Vice President, Interim General Counsel and Corporate Secretary
 



EXHIBIT 4.1

AVON PRODUCTS, INC.,
as Issuer
5.000% NOTES DUE 2023

NINTH SUPPLEMENTAL INDENTURE
Dated as of July 26, 2019
To
INDENTURE
Dated as of February 27, 2008

Deutsche Bank Trust Company Americas,
as Trustee
NINTH SUPPLEMENTAL INDENTURE, dated as of the 26th day of July, 2019, between AVON PRODUCTS, INC., a corporation duly organized and existing under the laws of the State of New York, as Issuer (herein called the “ Company ”), having its principal office at Building 6, Chiswick Park, London, W4 5HR, United Kingdom, and DEUTSCHE BANK TRUST COMPANY AMERICAS, with its principal office at 60 Wall Street, New York, New York 10005, a banking corporation duly organized under the State of New York, as trustee (the “ Trustee ”).
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of February 27, 2008 (the “ Original Indenture ”) providing for the issuance by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (in the Original Indenture and herein called the “ Securities ”);
WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, including Section 3.01 thereof, duly determined to make, execute and deliver to the Trustee the Seventh Supplemental Indenture  to the Original Indenture dated March 12, 2013 (the “ Seventh Supplemental Indenture ” and, together with the Original Indenture, the “ Indenture ”) as permitted by Sections 3.01 and 9.01 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of, a series of Securities under the Original Indenture in the initial aggregate principal amount of $500,000,000 designated as the “5.000% Notes due 2023” of the Company (collectively referred to herein as the “ Notes ”);
WHEREAS, the Company has solicited consents from the Holders of the Notes to certain proposed amendments (the “ Proposed Amendments ”), pursuant to the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated July 19, 2019 (the “ Consent Solicitation ”);
WHEREAS,  the Company has obtained the requisite consents of 55.49% of the Holders of the Notes to the Proposed Amendments to the Indenture set forth in this Ninth Supplemental Indenture as evidenced by the D.F. King & Co., Inc. report attached to the Officers’ Certificate referred to below;
WHEREAS, the Trustee has received an Officers’ Certificate of the Company and an Opinion of Counsel in accordance with Section 1.02 of the Indenture;
WHEREAS, pursuant to Section 2.11 of the Seventh Supplemental Indenture, the Trustee is authorized to execute and deliver this Ninth Supplemental Indenture; and
WHEREAS, the Company is exercising the power and authority conferred upon and reserved to it under the provisions of the Indenture to amend the provisions of the Seventh Supplemental Indenture as herein provided and to make this Ninth Supplemental Indenture a valid, binding and legal agreement of the Company;
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NOW, THEREFORE, THIS NINTH SUPPLEMENTAL INDENTURE WITNESSETH:
That, for and in consideration of the premises and of the covenants contained in the Indenture and in this Ninth Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows:
ARTICLE 1
Definitions and Other Provisions of General Application
Section 1.01.   Definitions .  Each capitalized term that is used herein and is defined in the Indenture shall have the meaning specified in the Indenture unless that term is otherwise defined herein.
Section 1.02.  References .  Each reference to a particular section set forth in this Ninth Supplemental Indenture shall, unless the context otherwise requires, refer to this Ninth Supplemental Indenture.
ARTICLE 2
Amendments to the Indenture
Section 2.01.   Amendments to the definition of Change of Control . The definition of “Change of Control” in the Seventh Supplemental Indenture shall be amended to add the following words at the end of the definition: “Notwithstanding the foregoing, the Transaction shall not constitute a Change of Control.”
Section 2.02.  Insertion of Certain Additional Definitions. The following definition shall be added to Section 1.01 of the Seventh Supplemental Indenture, inserted in alphabetical order:
“ Transaction ” means any transaction undertaken pursuant to or in connection with the Agreement and Plan of Mergers dated as of May 22, 2019, among the Company, Natura Cosméticos S.A., a corporation ( sociedade anônima ) incorporated under the laws of the Federative Republic of Brazil, Natura Holding S.A. (currently known as “Natura &Co Holding S.A.”), a corporation ( sociedade anônima ) incorporated under the laws of the Federative Republic of Brazil, Nectarine Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Natura Holding S.A. and Nectarine Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Nectarine Merger Sub I, Inc., pursuant to which the Company will become a wholly owned direct subsidiary of Natura Holding S.A.
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ARTICLE 3
Miscellaneous Provisions
The Trustee makes no undertaking or representation in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Ninth Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.
Except as expressly amended hereby, the Indenture, as heretofore amended and supplemented, shall continue in full force and effect in accordance with the provisions thereof, and the Indenture is in all respects hereby ratified and confirmed. This Ninth Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.
THIS NINTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
This Ninth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.
 
AVON PRODUCTS, INC.


 
By:
/s/ Tom Greene
   
Name:  Tom Greene
   
Title:  Group Treasurer

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DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee,

 
 
By:
/s/ Jeffrey Schoenfeld
   
Name:  Jeffrey Schoenfeld
   
Title:  Vice President
     
 
By:
/s/ Kathryn Fischer
   
Name:  Kathryn Fischer
   
Title:  Vice President



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