Avon pushes out early tender date, gets needed consents for 6.95% notes

By Wendy Van Sickle

Columbus, Ohio, July 24 – Avon Products, Inc. extended the early tender date of its cash tender offer for any and all of its $216,085,000 outstanding 6.95% notes due 2043 (Cusip: 054303AZ5) and announced the success of a related solicitation of consents, according to a news release Monday.

The company was offering a total consideration per $1,000 note of $1,187.50, which includes an early tender payment of $50 that will be paid only to holders who tender their notes by the early deadline, which is now 5 p.m. ET on Aug. 2, after being pushed out from 5 p.m. ET on July 24. The withdrawal deadline was the same as the original early tender deadline and has not been extended.

The company will also pay accrued interest to the settlement date.

As of the original early deadline, the company had received tenders of $193,087,000, or 89.36%, of the total principal amount of outstanding notes and therefore obtained the requisite consents to give effect to the proposed amendments.

The company expects to execute the supplemental indenture effecting the amendments on or prior to the early settlement date. The early settlement date and final settlement date are expected to be the same and to take place within one business day after the offer expires.

The offer’s expiration date continues to be 5 p.m. ET on Aug. 7.

Under the consent solicitation, Avon is seeking approval of some amendments to the Feb. 27, 2008 indenture governing the notes to eliminate substantially all of the covenants as well as certain events of default and related provisions.

For passage, the proposed amendments required the approval of holders of a majority in principal amount of the outstanding notes. Holders may not deliver consents without tendering notes and holders who tender their notes will be deemed to have delivered consents.

The offer is subject to conditions including a financing condition that relates to intercompany financing received from one of Avon’s affiliates.

D.F. King & Co., Inc. (800 992-3086, 212 269-5550 or avon@dfking.com) is the tender and information agent for the tender offer and consent solicitation.

HSBC Securities (USA) Inc. (888 HSBC-4LM or 212 525-5552) and Mizuho Securities USA LLC (866 271-7403 or 212 205-7736) are the dealer managers and solicitation agents.

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

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