THE WHAT? Avon Products, Inc. has decided to commence a tender offer for all its outstanding 6.950% Notes due 2043. Alongside the tender offer, Avon is soliciting the consent of Noteholders to adopt amendments to the indenture governing the notes, aiming to eliminate most covenants, certain events of default, and related provisions.

THE DETAILS? The proposed amendments to the indenture require the consent of a majority of the aggregate principal amount of the outstanding Notes. Avon has already secured a commitment from certain noteholders, representing 64.58% of the aggregate principal amount, to tender their notes and deliver consents to the amendments before the Early Tender Date. If sufficient consents are not obtained, the amendments will not become effective, but Avon reserves the right to accept and purchase notes tendered.

THE WHY? The tender offer and related consent solicitation are crucial for Avon’s financial restructuring. If successful, this process would substantially change the indenture governing the notes. Avon’s decision to purchase the notes depends on certain conditions, including intercompany financing from its affiliates. The proposed amendments, if approved, would significantly alter the company’s financial obligations.