Avon Products, Inc. Announces Expiration and Receipt of Requisite Consents with respect to the Consent Solicitation for the Notes due 2023 and Extension of the Consent Solicitation for Notes due 2043

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Jan 20, 2021, 21:23 ET

LONDON, Jan. 20, 2021 /PRNewswire/ -- Avon Products, Inc. ("Avon") announced today the expiration of its previously announced solicitation (the "2023 Notes Consent Solicitation") of consents and receipt of requisite consents from holders (the "2023 Notes Holders") necessary to effect the amendments (the "2023 Notes Amendments") to the indenture governing Avon's outstanding 5.000% Notes due 2023 (the "2023 Notes"), as described in the Consent Solicitation Statement, dated January 12, 2021 (the "Consent Solicitation Statement").

The 2023 Notes Consent Solicitation expired at 5:00 p.m. New York City time, on January 20, 2021 (the "2023 Notes Expiration Date"). The holders of a majority of the aggregate outstanding principal amount of the 2023 Notes have validly delivered and did not validly revoke Consents to the 2023 Notes Amendments (the "Requisite Consents"). Accordingly, Avon and the trustee will enter into a supplemental indenture (the "2023 Notes Supplemental Indenture") to the indenture governing the 2023 Notes to effect the 2023 Notes Amendments. The time and date on which the 2023 Notes Supplemental Indenture is executed is hereinafter referred to as the "2023 Notes Consent Time" with respect to the 2023 Notes.

Avon will pay to 2023 Notes Holders who delivered valid and unrevoked Consents to the 2023 Notes Amendments on or prior to the 2023 Notes Expiration Date (the "2023 Notes Consenting Holders") an amount equal to U.S.$2.50 per U.S.$1,000 aggregate principal amount of the 2023 Notes (the "2023 Notes Consent Payment") held by the 2023 Consenting Holders to The Depository Trust Company ("DTC") for the benefit of the 2023 Notes Consenting Holders, subject to the terms and conditions set forth in the Consent Solicitation Statement. Avon expects to pay, or cause to be paid, the 2023 Notes Consent Payment on January 22, 2021 (the "2023 Notes Settlement Date"). No accrued interest will be paid in respect of the 2023 Notes Consent Payment.

Although the 2023 Notes Supplemental Indenture and the related 2023 Notes Amendments will become effective immediately upon execution at the 2023 Notes Consent Time, the 2023 Notes Amendments will not be operative until the 2023 Notes Consent Payment is paid to DTC for the benefit of the 2023 Notes Consenting Holders on the 2023 Notes Settlement Date.

In addition, Avon announced today that it has extended the expiration date of its previously announced solicitation (the "2043 Notes Consent Solicitation") of consents from holders (the "2043 Notes Holders") of Avon's outstanding 6.950% Notes due 2043 from 5:00 p.m. New York City time, on January 20, 2021, to 5:00 p.m. New York City time, on January 27, 2021 (as amended hereby, the "2043 Notes Expiration Date"). 2043 Notes Holders who have previously delivered consents in connection with the 2043 Notes Consent Solicitation do not need to redeliver such consents or take any other action in response to this announcement in order to consent to the 2043 Notes Consent Solicitation.

Except as set forth herein with respect to the 2043 Notes Expiration Date, the terms and conditions of the Consent Solicitations, as well as the proposed amendments to the indentures governing the Notes, remain the same as set forth and described in the Consent Solicitation Statement. In particular the Revocation Deadline with respect to the 2043 Notes Consent Solicitation has passed and is not being extended.

Citigroup Global Markets Inc. ("Citi") is acting as the Solicitation Agent for the Consent Solicitations. D.F. King & Co., Inc. is acting as the Information and Tabulation Agent for the Consent Solicitations. Questions or requests for assistance related to the Consent Solicitations or for additional copies of the Consent Solicitation Statement may be directed to Citi at +1 (212) 723-6106 (banks and brokers) and +1 (800) 558-3745 (all others, toll free), or to D.F. King & Co., Inc. at +1 (212) 269-5550 (banks and brokers), +1 (866) 356-7813 (all others, toll free) or by email at [email protected]. The Consent Solicitation Statement is available at: www.dfking.com/avon. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitations.

About Avon

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 U.S.$1 billion to women's causes through Avon and the Avon Foundation. Avon is a wholly owned subsidiary of Natura &Co Holding. To learn more, please visit Natura &Co. Holding's website at https://naturaeco.com/en/brands/avon/.

Forward-Looking Statements

Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Consent Solicitations, including the timing thereof, the Proposed Amendments and the execution of the Supplemental Indentures. These statements are based on certain assumptions made by Avon based on its management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Avon, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks set forth in reports filed by Natura &Co Holding with the Brazilian Securities Commission (Comissão de Valores Mobiliários) and the U.S. Securities and Exchange Commission (the "SEC"), and by Avon with the SEC. Any forward-looking statement applies only as of the date on which such statement is made and Avon does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Natura &Co Holding S.A.

Investor Relations:
Viviane Behar de Castro, Investor Relations Officer, Natura &Co Holding
[email protected]

SOURCE Avon Products, Inc.