Page 8 of 10 SEC Filing Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth
in Items 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6.
The preferences, limitations,
powers and relative rights of the Preferred Stock are set forth in the Certificate of Amendment.
Pursuant to
the Investor Rights Agreement, Cleveland Investor and its affiliates have certain registration rights with respect to (i)
the Preferred Stock, (ii) the Series D Preferred Stock, (iii) the shares of Common Stock issued upon conversion of the
Preferred Stock, and (iv) other shares of Common Stock issued pursuant to the terms of the Preferred Stock, the Series D
Preferred Stock and the Investor Rights Agreement.
In connection with a financing
from Credit Suisse AG, Cayman Branch, as lender (the “Lender”), effective March 2, 2016, Cleveland Investor
pledged certain of the shares of Preferred Stock owned by it in favor of the Lender. The pledge, if not sooner terminated, expires
on March 2, 2019.
Item 7. Material to be Filed
as Exhibits.
1. Joint Filing Agreement, dated March 1, 2016, by and among the Reporting Persons.
2. Investment Agreement, dated as of December 17, 2015, by and between Avon Products, Inc. and Cleveland
Apple Investor L.P. (f/k/a Cleveland Apple Investor LLC), incorporated herein by reference to Exhibit 10.1 to the Current Report
on Form 8-K of the Company filed with the Securities and Exchange Commission on December 21, 2015.
3. Investor Rights Agreement dated as of March 1, 2016, by and between Avon Products, Inc. and Cleveland
Apple Investor L.P., incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with
the Securities and Exchange Commission on March 7, 2016.
[signature follows on the next page]
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Item 6. Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer.
The information set forth
in Items 3, 4 and 5 of this Schedule 13D is hereby incorporated by reference into this Item 6.
The preferences, limitations,
powers and relative rights of the Preferred Stock are set forth in the Certificate of Amendment.
Pursuant to
the Investor Rights Agreement, Cleveland Investor and its affiliates have certain registration rights with respect to (i)
the Preferred Stock, (ii) the Series D Preferred Stock, (iii) the shares of Common Stock issued upon conversion of the
Preferred Stock, and (iv) other shares of Common Stock issued pursuant to the terms of the Preferred Stock, the Series D
Preferred Stock and the Investor Rights Agreement.
In connection with a financing
from Credit Suisse AG, Cayman Branch, as lender (the “Lender”), effective March 2, 2016, Cleveland Investor
pledged certain of the shares of Preferred Stock owned by it in favor of the Lender. The pledge, if not sooner terminated, expires
on March 2, 2019.
Item 7. Material to be Filed
as Exhibits.
1. | Joint Filing Agreement, dated March 1, 2016, by and among the Reporting Persons. |
2. | Investment Agreement, dated as of December 17, 2015, by and between Avon Products, Inc. and Cleveland Apple Investor L.P. (f/k/a Cleveland Apple Investor LLC), incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on December 21, 2015. |
3. | Investor Rights Agreement dated as of March 1, 2016, by and between Avon Products, Inc. and Cleveland Apple Investor L.P., incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on March 7, 2016. |
[signature follows on the next page]