Item 1.01 Entry into a Material Definitive Agreement.
On
The offering of the Notes was registered under an effective Registration
Statement on Form S-3 filed by the Company on
The Company may redeem the Notes, in whole or in part, at any time, at a
redemption price equal to the greater of (a) 100% of the principal amount of the
Notes to be redeemed and (b) a "make-whole" amount as described in the
Indenture, plus in either case accrued and unpaid interest to, but not
including, the redemption date; provided, however, that, if the Company redeems
any Notes on or after
In the event of a change of control triggering event as described in the Indenture, the Company would be required to offer to repurchase the Notes at a price equal to 101% of the principal amount plus accrued and unpaid interest to, but not including, the repurchase date.
The Notes are unsecured and unsubordinated obligations of the Company. The Notes rank equally and ratably with all of the Company's other existing and future unsecured and unsubordinated indebtedness and other liabilities; senior in right of payment to all of the Company's future subordinated indebtedness, if any; effectively junior to all of the Company's future secured indebtedness, if any, to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities of the Company's subsidiaries. The descriptions of the Indenture and the Notes contained herein are summaries and are qualified in their entirety by the Indenture and Notes attached hereto as Exhibits 4.1 and 4.2, which are incorporated by reference.
Attached hereto as exhibits are the agreements and opinion relating to the offering. The exhibits are expressly incorporated by reference and into the aforementioned Registration Statement on Form S-3, and any amendments thereto.
Item 2.03 Creation of Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
The disclosure in Item 1.01 above is incorporated in this section by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Exhibit Title 4.1 Indenture betweenAvery Dennison Corporation andThe Bank of New York Trust Company, N.A. , as Trustee, dated as ofNovember 20, 2007 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed onNovember 20, 2007 ). 4.2 Ninth Supplemental Indenture betweenAvery Dennison Corporation andThe Bank of New York Mellon Trust Company, N.A. , as Trustee, dated as ofMarch 15, 2023 (including Form of 5.750% Senior Notes due 2033 on Exhibit A thereto). 5.1 Opinion ofLatham & Watkins LLP . 23.1 Consent ofLatham & Watkins LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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