8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 21, 2021

Avon Products, Inc.

(Exact Name of Registrant as Specified in Its Charter)

New York	1-4881		13-0544597
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(I.R.S. Employer Identification Number)
	Building 6, Chiswick Park London W4 5HR United Kingdom
(Address of Principal Executive Offices)
	+44-1604-232425
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class		Trading Symbol(s)	Name of Each Exchange on Which Registered
None		None	None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provision

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On January 21, 2021, in connection with the previously announced solicitation of consents (the “Consent Solicitation”) by Avon Products, Inc. (the “Company”) to amend the indenture (the “Indenture”) governing the Company’s outstanding 5.000% Notes due 2023 (the “2023 Notes”), the Company and Deutsche Bank Trust Company Americas, as trustee under the Indenture, entered into a supplemental indenture to the Indenture (the “Supplemental Indenture”). The Supplemental Indenture was executed following receipt of the requisite consents, and makes the following amendments to the Indenture:

(i) amendment of the definition of “GAAP” in the Indenture so that the term encompasses not only U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) but also International Financial Reporting Standards (“IFRS” and together with U.S. GAAP, “GAAP”) as issued by the International Accounting Standards Board, (the “Accounting Standards Amendment”); and

(ii) amendment of the covenants regarding reporting and the provision of information in the Indenture so that (x) the Company shall only be required to furnish to the holders of the 2023 Notes (the “Holders”) the Company’s 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, instead of the information which the Indenture previously required to be furnished by the Company, and (y) from the date that the Company’s obligations with respect to the 2023 Notes are guaranteed by Natura &Co Holding S.A. (“Natura &Co Holding”) and Natura &Co Holding becomes party to the Indenture, only Natura &Co Holding (instead of the Company) shall be required to furnish to Holders Natura &Co Holding’s annual audited consolidated financial statements prepared in accordance with GAAP not later than 120 days after the close of Natura &Co Holding’s fiscal year and Natura &Co Holding’s 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, instead of the information which the Indenture previously required to be furnished by the Company (the “Reporting Amendment” and, together with the Accounting Standards Amendment and certain other amendments permitted by the Consent Solicitation, the “Amendments”).

The foregoing description of the Amendments effected by the Supplemental Indenture and of the Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indenture, attached hereto as Exhibit 4.1, and incorporated herein by reference.

ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

The disclosure required by this Item is included in Item 1.01 and is incorporated herein by reference.

Forward-Looking Information

In addition to historical information, this Current Report on Form 8-K contains forward-looking statements that are not historical facts or information that may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “project,” “forecast,” “plan,” “believe,” “may,” “expect,” “anticipate,” “intend,” “planned,” “potential,” “can,” “expectation,” “could,” “will,” “would” and similar expressions, or the negative of those expressions, may identify forward-looking statements. 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 the Company 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. Therefore, you should not rely on any of these forward-looking statements as predictors of future events.

Additional information identifying such factors is contained in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, and other reports and documents the Company files with the Securities and Exchange Commission.

The Company undertakes no obligation to update any forward-looking statements. All forward-looking statements contained in this Current Report on Form 8-K are qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date they are or were made, and the Company does not intend to update or otherwise revise the forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events, except as required by law.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d): The following exhibits are being filed herewith:

Exhibit No.	Exhibit
4.1	Eleventh Supplemental Indenture, dated January 21, 2021, between Avon Products, Inc., as Issuer, and Deutsche Bank Trust Company Americas, as trustee

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 26, 2021

AVON PRODUCTS, INC.
By:	/s/ Ginny Edwards
	Name:	Ginny Edwards
	Title:	Vice President, General Counsel and Corporate Secretary

EX-4.1

Exhibit 4.1

AVON PRODUCTS, INC.,

as Issuer

5.000% NOTES DUE 2023

ELEVENTH SUPPLEMENTAL INDENTURE

Dated as of January 21, 2021

To

INDENTURE

Dated as of February 27, 2008

Deutsche Bank Trust Company Americas,

as Trustee

ELEVENTH SUPPLEMENTAL INDENTURE, dated as of the 21st day of January, 2021, between AVON PRODUCTS, INC., a corporation duly organized and existing under the laws of the State of New York, as Issuer (herein called the “Company”), having its principal office at Building 6, Chiswick Park, London, W4 5HR, United Kingdom, and DEUTSCHE BANK TRUST COMPANY AMERICAS, with its principal office at 60 Wall Street, New York, New York 10005, a banking corporation duly organized under the State of New York, as trustee (the “Trustee”).

RECITALS OF THE COMPANY

WHEREAS, the Company has heretofore executed and delivered an Indenture, dated as of February 27, 2008 (the “Original Indenture”) providing for the issuance by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (in the Original Indenture and herein called the “Securities”);

WHEREAS, the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture, duly determined to make, execute and deliver to the Trustee (i) the Seventh Supplemental Indenture to the Original Indenture dated March 12, 2013 (the “Seventh Supplemental Indenture”) as permitted by Sections 3.01 and 9.01 of the Original Indenture in order to establish the form or terms of, and to provide for the creation and issue of, a series of Securities under the Original Indenture in the initial aggregate principal amount of $500,000,000 designated as the “5.000% Notes due 2023” of the Company (collectively referred to herein as the “Notes”) and (ii) the Ninth Supplemental Indenture to the Original Indenture dated as of July 26, 2019 (together with Seventh Supplemental Indenture and the Original Indenture, the “Indenture”) as permitted by Section 9.02 of the Original Indenture in connection with the solicitation and receipt of consents by the Company from Holders holding at least a majority in aggregate principal amount of the Notes to effect certain amendments to the Seventh Supplemental Indenture;

WHEREAS, the Company has solicited consents from the Holders of the Notes to certain proposed amendments (the “Proposed Amendments”), pursuant to the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated January 12, 2021 (the “Consent Solicitation”);

WHEREAS, Holders that delivered consents in connection with the Consent Solicitation have also consented to (i) the right (but not the obligation) of Natura &Co Holding S.A. (“Natura &Co Holding”) to become a party to the Indenture to guarantee the Company’s obligations with respect to the Notes and (ii) the right (but not the obligation), from time to time, to add covenants from Natura &Co Holding to the Indenture for the benefit of the Holders to the Notes;

WHEREAS, the Company has obtained the requisite consents to the Proposed Amendments to the Indenture set forth in this Eleventh Supplemental Indenture;

WHEREAS, the Trustee has received an Officers’ Certificate of the Company and an Opinion of Counsel in accordance with Section 1.02 of the Indenture;

WHEREAS, pursuant to Section 2.11 of the Seventh Supplemental Indenture, the Trustee is authorized to execute and deliver this Eleventh Supplemental Indenture; and

WHEREAS, the Company is exercising the power and authority conferred upon and reserved to it under the provisions of the Indenture to amend the provisions of the Seventh Supplemental Indenture as herein provided and to make this Eleventh Supplemental Indenture a valid, binding and legal agreement of the Company;

NOW, THEREFORE, THIS ELEVENTH SUPPLEMENTAL INDENTURE WITNESSETH:

That, for and in consideration of the premises and of the covenants contained in the Indenture and in this Eleventh Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows:

Article 1
Definitions and Other Provisions of General Application

Section 1.01.Definitions. Each capitalized term that is used herein and is defined in the Indenture shall have the meaning specified in the Indenture unless that term is otherwise defined herein.

Section 1.02.References. Each reference to a particular section set forth in this Eleventh Supplemental Indenture shall, unless the context otherwise requires, refer to this Eleventh Supplemental Indenture.

Article 2
Amendments to the Indenture

Section 2.01.Amendments to the definition of GAAP. The definition of “GAAP” in the Original Indenture shall be amended by deleting the existing definition and replacing such definition with the text as follows:

“GAAP” means either (i) generally accepted accounting principles in the United States of America; or (ii) International Financial Reporting Standards as issued by the International Accounting Standards Board, in each case as in effect from time to time.

Section 2.02.Amendments to the definition of Change of Control. The definition of “Change of Control” in the Seventh Supplemental Indenture shall be amended to add the following words at the end of the definition:

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“Notwithstanding the foregoing, from the Guarantee Effectiveness Date, no transaction (including, without limitation, any merger or consolidation, or direct or indirect sale, lease, transfer, conveyance or other disposition of the assets of the Company and its subsidiaries taken as a whole) with the Guarantor or any of its direct or indirect subsidiaries shall constitute a Change of Control.”

Section 2.03.Insertion of Certain Additional Definitions. The following definitions shall be added to Section 1.01 of the Seventh Supplemental Indenture, inserted in alphabetical order:

“Guarantee” means an irrevocable and unconditional guarantee, on an unsecured basis, by the Guarantor of the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under this Indenture.”

“Guarantee Effectiveness Date” means the date on which the Guarantee shall become effective and the Guarantor shall have become a party to this Indenture.”

“Guarantor” means Natura &Co Holding S.A., a corporation (sociedade anônima) incorporated under the laws of the Federative Republic of Brazil (or its successors and assigns).”

Section 2.04.Amendment to Reporting Covenant. Article II (Title and Terms of Securities) of the Seventh Supplemental Indenture shall be amended to include the following Section:

2.14     Reports and Other Information.

(a) From the date hereof, (i) Section 10.08 of the Original Indenture shall cease to apply to this Indenture; (ii) the Company shall no longer be required to comply with Section 10.08 of the Original Indenture; and (iii) the Company shall furnish to the Holders of the 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.

(b) From the Guarantee Effectiveness Date, (i) Section 2.14(a)(iii) hereof shall cease to apply to this Indenture; (ii) the Company shall no longer be required to comply with Section 2.14(a)(iii) hereof; and (iii) the Guarantor shall furnish to the Holders of the Notes the Guarantor’s 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.

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(c) The reporting obligations set forth in Section 2.14(a) and Section 2.14(b) hereof shall be satisfied in the event the Company or the Guarantor, as applicable, makes such reports publicly available on its website.

Section 2.05.Amendment to Consolidation, Merger, Conveyance, Transfer Or Lease Covenant. Section 8.01 of the Original Indenture shall be amended to add the following words at the end of Section 8.01:

“From the Guarantee Effectiveness Date, this Section 8.01 shall not apply to the extent the consolidation with or merger into or conveyance, transfer or lease is with or into the Guarantor or any direct or indirect subsidiaries of the Guarantor.”

Article 3
Notes Guarantee Supplemental Indenture

Section 3.01.Guarantee by Natura &Co Holding. Subsequent to the date hereof, Natura &Co Holding shall have the right (but not the obligation) to (i) become party to the Indenture and guarantee the Notes by execution and delivery of a supplemental indenture and (ii) add covenants, from time to time, to the Indenture for the benefit of the Holders to the Notes.

Article 4
Miscellaneous Provisions

The Trustee makes no undertaking or representation in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Eleventh Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.

Except as expressly amended hereby, the Indenture, as heretofore amended and supplemented, shall continue in full force and effect in accordance with the provisions thereof, and the Indenture is in all respects hereby ratified and confirmed. This Eleventh Supplemental Indenture and all its provisions shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

THIS ELEVENTH SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

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This Eleventh Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

AVON PRODUCTS, INC.
By:	/s/ Tom Greene
	Name: Tom Greene
	Title: Vice President and Treasurer

[Signature Page – Eleventh Supplemental Indenture]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee
By:	/s/ Irina Golovashchuk
	Name: Irina Golovashchuk
	Title: Vice President
By:	/s/ Kathryn Fischer
	Name: Kathryn Fischer
	Title: Vice President

[Signature Page – Eleventh Supplemental Indenture]