Item 8.01 Other Events.
On March 6, 2023, the Company entered into an underwriting agreement with BofA
Securities, Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, HSBC
Securities (USA) Inc. and SMBC Nikko Securities America, Inc. and the other
underwriters named in Schedule 2 therein, with respect to a registered public
offering (the "Offering") of $400 million aggregate principal amount of the
Company's 5.750% Senior Notes due 2033 (the "Notes"). The Company intends to use
the net proceeds of the Offering to repay existing indebtedness under its
commercial paper programs, to repay the $250 million aggregate principal amount
of its 3.35% senior notes due 2023 when they mature on April 15, 2023 and for
general corporate purposes.
The Notes were registered under the Company's Registration Statement on Form S-3
(File No. 333-2264452) and are being offered by means of the Company's
prospectus dated April 22, 2022, as supplemented by the prospectus supplement
dated March 6, 2023.
The closing of the issuance of the Notes is expected to occur on March 15, 2023,
subject to customary closing conditions. The Notes will be issued pursuant to an
indenture, dated as of November 20, 2007, between the Company and The Bank of
New York Mellon Trust Company, N.A., as Trustee, to be supplemented by a ninth
supplemental indenture, to be dated as of March 15, 2023, which will be filed
with the Securities and Exchange Commission on a subsequent Current Report on
Form 8-K. The foregoing description of the underwriting agreement is qualified
in its entirety by the underwriting agreement included as Exhibit 1.1 hereto,
which is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Exhibit Title
1.1 Underwriting Agreement, dated March 6, 2023, between Avery Dennison
Corporation and the underwriters named therein.
104 Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101).
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