Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Transactions (as defined below), on
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Pursuant to the Merger Agreement, on
Pursuant to the Merger Agreement, as a result of the First Merger and the Second
Merger, each share of common stock, par value
The Merger Agreement also provided that each share of Series C Preferred Stock,
par value
Following the closing of the Transactions, the shares of Company Common Stock,
which previously traded under the ticker symbol "AVP" on the
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The foregoing description of the Transactions and the Merger Agreement does not purport to be a complete description and is qualified in all respects by reference to (i) the Merger Agreement, which was filed as Exhibit 2.1 to the . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Transactions, the Company notified
the NYSE that trading in Company Common Stock should be suspended and listing of
Company Common Stock on the NYSE should be removed. Trading in Company Common
Stock on the NYSE will be suspended prior to the opening of the market on
Item 3.03 Material Modification to Rights of Security Holders.
Conversion of Company Common Stock
As described in Item 2.01 above, pursuant to the terms of the Merger Agreement, as a result of the First Merger and the Second Merger, each share of Company Common Stock was automatically converted into the ultimate right to receive the Common Stock Consideration.
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At the First Effective Time, holders of Company Common Stock immediately prior to the First Effective Time ceased to have any rights as shareholders of the Company other than the ultimate right to the Common Stock Consideration.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
Equity-Based Compensation
Pursuant to the Merger Agreement and subsequent agreement by and among the parties to the Merger Agreement, shortly prior to or upon the closing of the Transactions:
? each outstanding award of restricted stock units with respect to Company Common Stock that was subject solely to time-based vesting ("Company RSUs") was converted into an award of nominal exercise price stock options to purchase HoldCo Shares or HoldCo ADSs that automatically exercise upon vesting ("HoldCo Options"), with the number of HoldCo Shares or HoldCo ADSs subject to such award (rounded up to the nearest whole number) equal to (A) the number of shares of Company Common Stock subject to such award of Company RSUs immediately prior to the closing of the Transactions multiplied by the Exchange Ratio, plus (B) a number of additional HoldCo Shares or HoldCo ADSs necessary to gross up the award holder for the exercise price of such HoldCo Options and the taxes associated with such gross-up, and with the terms and conditions (including service-based vesting conditions) applicable to such award of Company RSUs continuing in full force and effect with respect to such award of HoldCo Options; ? each outstanding award of performance-contingent restricted stock units with respect to Company Common Stock ("Company PSUs") was converted into an award of HoldCo Options that is subject solely to time-based vesting, with the number of HoldCo Shares or HoldCo ADSs subject to such award (rounded up to the nearest whole number) equal to (A) the number of shares of Company Common Stock subject to such award of Company PSUs immediately prior to the closing of the Transactions (with performance goals for open performance measurement periods deemed attained at target level and performance goals for closed performance measurement periods deemed attained based on actual performance) multiplied by the Exchange Ratio, plus (B) a number of HoldCo Shares or HoldCo ADSs necessary to gross up the award holder for the exercise price of such HoldCo Options and the taxes associated with such gross-up, and with the terms and conditions (including service-based vesting conditions but not performance-based vesting conditions) applicable to such award of Company PSUs continuing in full force and effect with respect to such award of HoldCo Options; ? each award of restricted Company Common Stock ("Company Restricted Stock") was converted into an award denominated in HoldCo Shares or HoldCo ADSs ("HoldCo Restricted Stock") equal to the number of shares of Company Common Stock subject to such award of Company Restricted Stock immediately prior to the closing of the Transactions multiplied by the Exchange Ratio, with the terms and conditions (including service-based vesting conditions) applicable to such award of Company Restricted Stock continuing in full force and effect with respect to such award of HoldCo Restricted Stock; ? each outstanding award of stock options to purchase shares of Company Common Stock ("Company Options"), whether or not then vested or exercisable, was automatically canceled in exchange for the right to receive an amount in cash, without interest, equal to (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Closing of the Transactions multiplied by (B) the excess, if any, of the per share cash-out price over the exercise price per share of such Company Option; and ? each outstanding award of stock appreciation rights with respect to . . . Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Transactions, pursuant to the Merger Agreement, a change of control of the Company occurred and the Company became a wholly owned direct subsidiary of HoldCo.
The information set forth in Item 2.01, Item 3.03 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Transactions and pursuant to the Merger Agreement, each
member of the board of directors of the Company resigned as of the First
Effective Time. The members of the Company's board of directors immediately
prior to the First Effective Time were:
As of the First Effective Time, the following individuals, who were the
directors of Merger Sub I immediately prior to the First Effective Time, became
the directors of the Company:
In connection with the Transactions,
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On
On
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with, and immediately following the consummation of the
Transactions, on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number Description of Exhibit 2.1 Agreement and Plan of Mergers, dated as ofMay 22, 2019 , amongAvon Products, Inc. , Natura Cosméticos S.A.,Nectarine Merger Sub I, Inc. ,Nectarine Merger Sub II, Inc. andNatura Holding S.A. (incorporated by reference to the Company's Current Report on Form 8-K filed with theSEC onMay 24, 2019 ). 2.2 Amendment Number One, dated as ofOctober 3, 2019 , to the Agreement and Plan of Mergers, dated as ofMay 22, 2019 , amongAvon Products, Inc. , Natura Cosméticos S.A.,Nectarine Merger Sub I, Inc. ,Nectarine Merger Sub II, Inc. and Natura &Co Holding S.A. (incorporated by reference to the Company's Current Report on Form 8-K filed with theSEC onOctober 4, 2019 ). 2.3 Amendment Number Two, dated as ofNovember 5, 2019 , to the Agreement and Plan of Mergers, dated as ofMay 22, 2019 , amongAvon Products, Inc. , Natura Cosméticos S.A.,Nectarine Merger Sub I, Inc. ,Nectarine Merger Sub II, Inc. and Natura &Co Holding S.A. (incorporated by reference to the Company's Current Report on Form 8-K filed with theSEC onNovember 5, 2019 ). 3.1 Restated Certificate of Incorporation ofAvon Products, Inc. 3.2 Amended and Restated Bylaws ofAvon Products, Inc. 99.1 Press Release, datedJanuary 3, 2020 , issued byAvon Products, Inc. 99.2 Press Release, datedJanuary 3, 2020 , issued by Natura &Co Holding S.A. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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