Avon gets consents for 2023 notes, extends solicitation for 2043 notes

Chicago, Jan. 20 – Avon Products, Inc. has received adequate consents regarding its consent solicitation for its 2023 notes and will extend the consent solicitation for the notes due 2043, according to a press release on Wednesday evening.

As previously announced, Avon has been soliciting consents from holders of its $461,883,000 outstanding 5% notes due 2023 (Cusip: 054303BA9) and $216,085,000 outstanding 6.95% notes due 2043 (Cusip: 054303AZ5) to amend the indentures governing the notes.

Avon is extending the solicitation time for the 2043 notes to 5 p.m. ET on Jan. 27 from 5 p.m. ET on Jan. 20.

Holders will receive $2.50 per $1,000 of notes for which consents are delivered.

Avon has been in the process of soliciting consents in order to, among other things, amend the definition of GAAP in each indenture so that the term encompasses not only U.S. Generally Accepted Accounting Principles but also international financial reporting standards as issued by the International Accounting Standards Board.

Avon has also been seeking consents to amend the covenants regarding reporting and the provision of information in each indenture so that Avon will only be required to furnish to the holders of the 2023 notes and the 2043 notes its annual audited consolidated financial statements prepared in accordance with GAAP not later than 120 days after the close of its fiscal year and its interim unaudited quarterly financial statements for each of the first three quarters of the fiscal year not later than 90 days after the close of fiscal quarter.

If the holders of a majority of the outstanding principal amount of a series of notes deliver consents to the applicable proposed amendments, Avon and the trustee will execute a supplemental indenture to the applicable indenture effecting the proposed amendments.

Accordingly, the 2023 notes supplemental indenture is effective immediately as of the 2023 notes consent time, and it will become operative once the consent payment is paid to DTC.

The consent payment for the 2023 notes is expected to be paid on Jan. 22.

The record date for holders eligible to submit consents is 5 p.m. ET Jan. 11.

Citigroup Global Markets Inc. (212 723-6106, 800 558-3745) is the solicitation agent, and D.F. King & Co., Inc. (212 269-5550, 866 356-7813; avon@dfking.com) is the information and tabulation agent.

Avon is a New York-based manufacturer and marketer of beauty care products.

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