Avon deal sets stage for 2016 board fight
The firm will inject $435 million in capital into the parent while taking the cosmetics company's North American division private for $170 million.
by Richard Collings
Avon Products Inc., in need of more capital to turn around the ailing company, has agreed to sell an 80% stake in its North American operations to Cerberus Capital Management LP and receive a capital injection in a deal valued at $605 million, the two parties announced on Thursday, Dec. 17.
The parties anticipated the deal would close in spring 2016.
The New York direct seller of beauty products will sell its North American division for $170 million to the private equity firm and will receive a cash injection of $435 million.
In exchange for the cash, Cerberus will receive convertible perpetual preferred stock in the parent, with a conversion price of $5 per share. The preferred stock will have a 5% annual dividend attached that either will accrue or can be paid by Avon.
If the stock were converted to shares, it would equate to a 16.6% stake in the direct seller.
The North American division, once taken private, also will assume $230 million in Avon liabilities, which Avon partially will offset through a contribution of $100 million in cash. Avon's North American unit includes the U.S., Canada and Puerto Rico and will license the name from the parent, paying a royalty fee.
To bolster cash, Avon will suspend its dividend, according to the announcement, beginning in the first quarter.
The deal's aim is to help Avon focus on its more profitable international operations, which constitute 86% of revenue, CEO Sheri McCoy said in the statement.
"The capital infusion from Cerberus, alongside the suspension of the dividend and additional operating efficiencies, provide us the needed financial flexibility to implement operational and capital plans that fully support the international business," she said.
The seller said it plans to take a pretax loss of $325 million to $435 million as a result of the deal.
Despite the deal, a group of investors led by activist shareholder Barington Capital Group's Jim Mitarotonda still appears intent on launching a proxy contest next year to install dissident directors on Avon's board. Mitarotonda said in a statement Thursday that the Cerberus deal represented a "fire sale" price and that he is still "astonished" to see McCoy remains as CEO.
He added that Barington intended to "explore all available options," a comment suggesting the fund continues to contemplate a proxy contest in light of the Cerberus deal. Mitarotonda is no stranger to proxy fights. According to FactSet Research Systems Inc., Barington has initiated 22 director election battles and written 30 public letters to corporate executives and boards since forming his fund in 1997.
Barington's group, which owns a 3% Avon stake, has been publicly seeking to push out McCoy since earlier this month. In a letter earlier this month, Mitarotonda said McCoy lacks the skills required to lead a turnaround and that the company's earnings per share have dropped substantially during her tenure.
Nevertheless, Mitarotonda added Thursday that he was pleased to see that six existing board members have agreed to step down.
Avon said it will reduce the number of directors from 12 to 11, with current board members Douglas Conant, Paula Stern, V. Ann Hailey, Maria Elena Lagomasino, Sara Mathew and Gary Rodkin stepping down.
Cerberus executives Michael Sanford, Chan Galbato and Steven Mayer will join the board, with Galbato becoming chairman. W. Don Cornwell, meanwhile, will take a seat as an independent director. Two more members will be selected in the future by Avon and Cerberus.
Barington would need to officially launch its proxy fight by mid-March in time for an annual meeting expected in May or June, according to the company's bylaws.
Timothy Ingrassia, Kathy Michaels, Andre Kelleners and Zach Eckler of Goldman, Sachs & Co. and Blair Effron and Richard Case of Centerview Partners LLC provided financial advice to Avon, while Jonathan L. Davis, Scott A. Barshay, Andrew J. Pitts, David J. Kappos, J. Leonard Teti II and Eric W. Hilfers of Cravath, Swaine & Moore LLP provided the company with legal advice.
Doug Ryder of Kirkland & Ellis LLP provided legal advice to Cerberus.
-- Ronald Orol contributed to this article
















