Avon Completes Refinancing Activities Closes Public Offering of $1.5 Billion in Notes

Enters into $1 Billion Unsecured Revolving Credit Agreement

NEW YORK, March 13, 2013 /PRNewswire/ -- Avon Products, Inc. (NYSE: AVP) today announced that the company has completed refinancing activities, including the completion of a public offering of $1.5 billion in notes.  The company also entered into a $1 billion four-year unsecured Revolving Credit Facility Agreement, which replaces the previous $1 billion Revolving Credit Facility Agreement. 

"Through this refinancing, we have achieved increased financial flexibility, which is critical to our ability to successfully execute Avon's turnaround," said Kimberly Ross, Executive Vice President & Chief Financial Officer, Avon Products, Inc.  "Our refinancing activities have improved our balance sheet, and we are pleased with the outcome."

In summary, the company has taken or anticipates taking the following actions to improve the health of its balance sheet:

  • entered into a new four-year $1 billion unsecured Revolving Credit Facility Agreement, replacing the previous $1 billion Revolving Credit Facility Agreement,
  • issued $1.5 billion of unsecured notes generating net proceeds of $1.48 billion (after transaction costs) with maturities of 3, 7, 10 and 30 years,
  • repaying $1.9 billion of debt including:
    • $380 million of the $550 million term loan
    • $125 million 4.625% Notes due May 15, 2013 at maturity
    • $535 million private notes (plus make-whole)
    • anticipated redemption of $500 million 5.625% Notes due 2014 (plus make-whole)
    • $250 million 4.80% Notes due March 1, 2013 paid with cash on hand,
  • utilizing $400 million in cash to reduce leverage, and
  • negotiated covenants to now provide necessary flexibility to support the turnaround.

The company expects interest expense in 2013 to increase approximately 10% as compared to 2012 as it extended its maturity profile and decreased reliance on floating rate debt. In addition, interest expense will be impacted by one-time charges associated with make-whole premiums related to the prepayment of the private placement notes of $65 million and $25 million if the company prepays its Notes due in 2014. 

About Avon
Avon, the company for women, is a leading global beauty company, with nearly $11 billion in annual revenue. As the world's largest direct seller, Avon is sold through more than 6 million active independent Avon Sales Representatives. Avon products are available in over 100 countries, and the product line includes color cosmetics, skincare, fragrance, fashion and home products, featuring such well-recognized brand names as Avon Color, ANEW, Skin-So-Soft, Advance Techniques, and mark. Learn more about Avon and its products at www.avoncompany.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements in this release 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 "anticipate," "expect," "will," and similar expressions, or the negative of those expressions, may identify forward-looking statements. They include, among other things, statements regarding our anticipated or expected results, various strategies and initiatives, net proceeds generated by the offering, the use of such proceeds, expected interest expense, uses of cash and debt obligations. 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. Such factors include, among others, the following:

  • our ability to improve our financial and operational performance and execute fully our global business strategy, including our ability to implement the key initiatives of, and realize the projected benefits (in the amounts and time schedules we expect) from, our stabilization strategies, cost savings initiative, multi-year restructuring programs and other initiatives, product mix and pricing strategies, enterprise resource planning, customer service initiatives, sales and operation planning process, outsourcing strategies, Internet platform and technology strategies, information technology and related system enhancements and cash management, tax, foreign currency hedging and risk management strategies, and any plans to invest these projected benefits ahead of future growth;
  • the possibility of business disruption in connection with our stabilization strategies, cost savings initiative, multi-year restructuring programs or other initiatives;
  • our ability to improve our business in North America, including enhancing our Leadership model;
  • our ability to improve working capital and effectively manage doubtful accounts and inventory and implement initiatives to reduce inventory levels, including the potential impact on cash flows and obsolescence;
  • our ability to reverse declines in Active Representatives, to implement our Leadership program globally, to generate Representative activity, to increase the number of consumers served per Representative and their engagement online, to enhance the Representative and consumer experience and increase Representative productivity through field activation programs and technology tools and enablers, execution of Service Model Transformation and other investments in the direct-selling channel, and to compete with other direct-selling organizations to recruit, retain and service Representatives and to continue to innovate the direct-selling model;
  • our ability to reverse declining margins and net income;
  • general economic and business conditions in our markets, including social, economic and political uncertainties in the international markets in our portfolio;
  • our ability to achieve profitable growth, particularly in our largest markets, such as Brazil and the United States ("U.S."), and developing and emerging markets, such as Mexico and Russia, and our ability to realize sustainable growth from our investments in our brand and the direct-selling channel;
  • the effect of economic factors, including inflation and fluctuations in interest rates and currency exchange rates, as well as the designation of Venezuela as a highly inflationary economy, foreign exchange restrictions and the potential effect of such factors on our business, results of operations and financial condition;
  • any developments in or consequences of investigations and compliance reviews, and any litigation related thereto, including the ongoing investigations and compliance reviews of Foreign Corrupt Practices Act and related U.S. and foreign law matters in China and additional countries, as well as any disruption or adverse consequences resulting from such investigations, reviews, related actions or litigation;
  • a general economic downturn, a recession globally or in one or more of our geographic regions, or sudden disruption in business conditions, and the ability of our broad-based geographic portfolio to withstand an economic downturn, recession, cost inflation, commodity cost pressures, economic or political instability, competitive or other market pressures or conditions;
  • the effect of political, legal, tax and regulatory risks imposed on us in the U.S. and abroad, our operations or our Representatives, including foreign exchange or other restrictions, adoption, interpretation and enforcement of foreign laws, including in non-U.S. jurisdictions such as Brazil, Russia, Venezuela and Argentina, and any changes thereto, as well as reviews and investigations by government regulators that have occurred or may occur from time to time, including, for example, local regulatory scrutiny in China;
  • the impact of changes in tax rates on the value of our deferred tax assets and declining earnings on our ability to realize foreign tax credits in the U.S.;
  • our access to cash, short-term financing, and ability to secure financing or financing at attractive rates;
  • any changes to our credit ratings and the impact of such changes on our financing costs, rates, terms, debt service obligations and access to lending sources; 
  • the impact of any significant restructuring charges or significant legal or regulatory settlements on our ability to comply with certain covenants in our debt instruments;
  • our ability to attract and retain key personnel;
  • competitive uncertainties in our markets, including competition from companies in the cosmetics, fragrances, skincare and toiletries industry, some of which are larger than we are and have greater resources;
  • the impact of the typically seasonal nature of our business, adverse effect of rising energy, commodity and raw material prices, changes in market trends, purchasing habits of our consumers and changes in consumer preferences, particularly given the global nature of our business and the conduct of our business in primarily one channel;
  • other sudden disruption in business operations beyond our control as a result of events such as acts of terrorism or war, natural disasters, pandemic situations, large-scale power outages and similar events;
  • key information technology systems, process or site outages and disruptions;
  • the risk of product or ingredient shortages resulting from our concentration of sourcing in fewer suppliers;
  • the impact of possible pension funding obligations, increased pension expense and any changes in pension regulations or interpretations thereof on our cash flow and results of operations;
  • our ability to successfully identify new business opportunities and strategic alternatives and identify and analyze acquisition candidates, secure financing on favorable terms and negotiate and consummate acquisitions, as well as to successfully integrate or manage any acquired business;
  • the challenges to our businesses, such as Silpada and China, including the effects of rising costs, macro-economic pressures, competition, any potential strategic decisions, including the review of strategic alternatives for Silpada, and the impact of declines in expected future cash flows and growth rates, and a change in the discount rate used to determine the fair value of expected future cash flows, which have impacted, and may continue to impact, the estimated fair value of the recorded goodwill and intangible assets;
  • disruption in our supply chain or manufacturing and distribution operations;
  • the quality, safety and efficacy of our products;
  • the success of our research and development activities;
  • our ability to protect our intellectual property rights; and
  • the risk of an adverse outcome in any material pending and future litigations or with respect to the legal status of Representatives.

Additional information identifying such factors is contained in Item 1A of our 2012 Form 10-K/A for the year ended December 31, 2012. We undertake no obligation to update any such forward-looking statements.

SOURCE Avon Products, Inc.



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