Avon Products, Inc. and Avon International Operations Inc. Enter into $400.0 Million Senior Secured Revolving Credit Agreement
Jun 8 15
On June 5, 2015, Avon Products Inc. and Avon International Operations Inc., a wholly-owned domestic subsidiary of the company, entered into a $400.0 million senior secured revolving credit agreement with each of the banks and other lenders from time to time party thereto, Citibank, N.A., as administrative agent, collateral agent and an L/C Issuer, and Bank of America, N.A. as an L/C Issuer. The credit agreement has replaced the Company's $1.0 billion Revolving credit agreement, dated March 13, 2013, by and among the Company and Avon Capital Corporation, each of the banks and other lenders from time to time party thereto and Citibank, N.A., as Administrative Agent. The 2013 Credit Agreement was terminated on June 5, 2015 prior to its scheduled expiration of March 13, 2017. There were no amounts drawn under the 2013 Credit Agreement on the date of termination and no early termination penalties were incurred by the Company or ACC. The terms and conditions contained in the Credit Agreement include affirmative, negative and financial covenants, which are customary for financings of this type, including, among other things, limits on the ability of the Company, AIO or any restricted subsidiary to, subject to certain exceptions, incur liens, incur debt, make restricted payments, make investments or merge, consolidate or dispose of all or substantially all of its assets, as well as a minimum interest coverage ratio and a maximum total leverage ratio. The Credit Agreement also includes events of default customary for facilities of this type (with customary grace periods, as applicable), including provisions under which, upon the occurrence of an event of default, all outstanding loans may be accelerated and/or the lenders' commitments may be terminated. Also under such provisions, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Credit Agreement shall automatically become immediately due and payable, and the lenders' commitments will automatically terminate. The Credit Agreement provides for a five-year senior secured $400.0 million revolving credit facility; provided, however, that the Credit Agreement shall terminate on the 91st day prior to the maturity of the Company's 5.75% senior unsecured notes due 2018, 4.20% senior unsecured notes due 2018, 6.50% senior unsecured notes due 2019 or 4.60% senior unsecured notes due 2020 (or a permitted refinancing of any of these notes) if on such 91st day, the applicable indebtedness is not redeemed, repaid, discharged, defeased or otherwise refinanced in full. All obligations of AIO under the Credit Agreement are (i) unconditionally guaranteed by each material domestic restricted subsidiary of the Company (other than AIO), in each case, subject to certain exceptions and (ii) guaranteed on a limited recourse basis by the Company. The obligations of AIO and the guarantors are secured by first priority liens on and security interests in substantially all of the assets of AIO and the subsidiary guarantors and by certain assets of the Company, in each case, subject to certain exceptions. The entire amount of the credit agreement is currently undrawn. The Credit Agreement is available for working capital and other general corporate purposes. Amounts available under the credit agreement may be borrowed, repaid and re-borrowed by AIO from time to time until the maturity of the Credit agreement. Voluntary prepayments and commitment reductions requested by AIO under the Credit agreement are permitted at any time without fee upon proper notice and subject to a minimum dollar requirement. Borrowings under the Credit agreement bear interest at a rate per annum, which will be, at AIO's option, either LIBOR plus 250 basis points or a floating base rate plus 150 basis points, in each case, subject to adjustment based upon a leveraged-based pricing grid. Certain of the financial institutions that are parties to the Credit agreement provide financial services to the Company and its affiliates such as investment banking, cash management, bank guarantees and derivative arrangements.