AVY Avery Dennison Corp

Item 1.01 Entry into a Material Definitive Agreement.

On March 11, 2020, Avery Dennison Corporation, a Delaware corporation (the “Company”), closed its previously announced sale of $500,000,000 aggregate principal amount of 2.650% Senior Notes due 2030 (the “Notes”). The net proceeds from the offering, after deducting underwriting discounts and estimated offering expenses, were approximately $493.6 million. The Company intends to use the net proceeds of the offering to repay existing indebtedness under its commercial paper program and the $250.0 million aggregate principal amount of its 5.375% senior notes when they mature on April 15, 2020.

The offering of the Notes was registered under an effective Registration Statement on Form S-3, filed by the Company on April 26, 2019 (Registration No. 333-231039). The Notes were issued pursuant to an indenture, dated as of November 20, 2007, as supplemented by a sixth supplemental indenture, dated as of March 11, 2020 (as supplemented, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. The Notes bear interest at a rate of 2.650% per year, payable semi-annually in arrears on April 30 and October 30 of each year, beginning on April 30, 2020. The Notes will mature on April 30, 2030. 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 January 30, 2030 (the date falling three months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date. 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, 4.2 and 4.3, respectively.

Attached hereto as exhibits are the agreements and opinion relating to the offering. The exhibits are expressly incorporated herein and into the aforementioned Registration Statement on Form S-3, and any amendments thereto.