Natura Cosméticos S.A. Announces Expiration and Receipt of Requisite Consents with respect to the Consent Solicitation for the Avon Products, Inc. Notes due 2023 and Extension of the Consent Solicitation for the Avon Products, Inc. Notes due 2043
SAO PAULO, July 26, 2019 /PRNewswire/ -- Natura Cosméticos S.A. ("Natura" or the "Company") announced today the expiration of its previously announced solicitation (the "2023s Consent Solicitation") of consents on behalf of Avon Products, Inc. ("Avon" or the "Issuer") and receipt of requisite consents from holders (the "2023s Holders") necessary to effect the amendments (the "2023s Amendments") to the indenture governing Avon's outstanding 5.000% Notes due 2023 (the "2023 Notes"), as described in the Consent Solicitation Statement, dated July 19, 2019 (the "Consent Solicitation Statement"). In connection with the 2023s Consent Solicitation, the Issuer and the trustee will enter into a supplemental indenture (the "2023s Supplemental Indenture") to the indenture governing the 2023 Notes to effect the 2023s Amendments.
The 2023s Consent Solicitation expired at 5:00 P.M. New York City time, on July 25, 2019 (the "2023s Expiration Date"). The Company received the requisite consent from 2023s Holders, and such consents had not been validly revoked prior to the 2023s Expiration Date. The Company will pay the consent fee payable to 2023s Holders who delivered valid and unrevoked consents to the 2023s Amendments on or prior to the 2023s Expiration Date in an amount equal to U.S.$2.50 per U.S.$1,000 aggregate principal amount of the 2023 Notes(the "2023s Consent Fee") to The Depository Trust Company for the benefit of the applicable 2023s Holders as of 5:00 P.M. New York City time, on July 18, 2019 (the "2023s Record Date"), subject to the terms and conditions set forth in the Consent Solicitation Statement. The Company expects to pay, or cause to be paid, the 2023s Consent Fee on July 29, 2019 (such date with respect to the 2023 Notes, the "2023s Settlement Date"). No accrued interest will be paid in respect of the 2023s Consent Fee.
The 2023s Supplemental Indenture and the related 2023s Amendments will become effective immediately upon execution of the 2023s Supplemental Indenture and will be operative upon the 2023s Settlement Date. All 2023s Holders are bound by the terms of the 2023s Supplemental Indenture, including those that did not give their consent. However, 2023s Holders who did not deliver consents on or prior to the 2023s Expiration Date (or who delivered consents but validly revoked them prior to the 2023s Expiration Date) will not receive the 2023s Consent Fee.
In addition, the Company announced today that it has extended the expiration date of its previously announced solicitation (the "2043s Consent Solicitation") of consents on behalf of the Issuer from holders (the "2043s Holders") of Avon's outstanding 6.950% Notes due 2043 from 5:00 P.M. New York City time, on July 25, 2019 to 5:00 P.M. New York City time, on July 30, 2019 (as amended hereby, the "2043s Expiration Date"). 2043s Holders who have previously delivered consents in connection with the 2043s 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 2043s Consent Solicitation.
Except as set forth herein with respect to the 2043s 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.
Citigroup Global Markets Inc. ("Citi"), Banco Bradesco BBI S.A. ("Bradesco BBI") and Itau BBA USA Securities, Inc. ("Itau BBA") are acting as the Solicitation Agents 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), Bradesco BBI at +1 (646) 432-6643 (collect), Itau BBA at +1 (888) 770-4828 (toll free) and +1 (212) 710-6749 (collect), or to D.F. King & Co., Inc. at +1 (212) 269-5550 (banks and brokers), +1 (866) 406-2285 (all others, toll free) or 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. Holders are urged to review the Consent Solicitation Statement for the detailed terms of the Consent Solicitations and the procedures for consenting to the Proposed COC Amendments (as defined in the Consent Solicitation Statement).
About the Company and the Issuer
Natura is Brazil's largest multinational cosmetics, hygiene and beauty company in terms of market share, as of December 2018, according to Euromonitor International, with operations in Asia, Europe, North America, Oceania, and South America, operating under the Natura, The Body Shop and Aesop brands. To learn more, please visit the Company's website at https://natu.infoinvest.com.br/en.
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 $1 billion to women's causes through Avon and the Avon Foundation. To learn more, please visit the Issuer's website at investor.avonworldwide.com/.
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 Transaction (as defined in the Consent Solicitation Statement), the Consent Solicitations, including the timing thereof, the Proposed COC Amendments and the execution of the supplemental indentures. These statements are based on certain assumptions made by the Company and the Issuer based on their management's respective 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 the Company and the Issuer, 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 the Company with the Brazilian Securities Commission (Comissão de Valores Mobiliários) and by the Issuer with the U.S. Securities and Exchange Commission. Any forward-looking statement applies only as of the date on which such statement is made and neither the Company nor the Issuer intends 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 Cosméticos S.A.
Media Inquiries:
Marcelo Behar, Corporate Affairs Officer Natura &Co
[email protected]
Investor Relations:
Viviane Behar de Castro, Investor Relations Director, Natura &Co
[email protected]
SOURCE Natura Cosmeticos S.A.
Related Links
https://natu.infoinvest.com.br/en
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