DEBT



	June 30, 2015			June 30, 2014
Short-term debt	$	22.1		$	18.8
2015 Credit Agreement due March 2018	800.0			—
Coty Inc. Credit Facility
2013 Term Loan due March 2018	1,050.0			1,250.0
Incremental Term Loan due April 2018	625.0			625.0
Revolving Loan Facility due April 2018	136.5			899.5
Senior Notes:
5.12% Series A notes due June 2017	—			100.0
5.67% Series B notes due June 2020	—			225.0
5.82% Series C notes due June 2022	—			175.0
Other long-term debt and capital lease obligations	1.1			0.2
Total debt	2,634.7			3,293.5
Less: Short-term debt and current portion of long-term debt	(28.8		)	(33.4		)
Total Long-term debt	$	2,605.9		$	3,260.1

Short-Term Debt

The Company maintains short-term lines of credit with financial institutions around the world. Total available lines of credit were $127.7 and $141.4, of which $22.1 and $18.8 were outstanding at June 30, 2015 and 2014, respectively. Interest rates on these short-term lines of credit vary depending on market rates for borrowings within the respective geographic locations plus applicable spreads. Interest rates plus applicable spreads on these lines ranged from 0.7% to 18.0% and from 1.3% to 13.5% as of June 30, 2015 and 2014, respectively. The weighted-average interest rate on short-term debt outstanding was 7.1% and 6.7% as of June 30, 2015 and 2014, respectively. In addition, the Company had undrawn letters of credit of $4.1 and $3.6 as of June 30, 2015 and 2014, respectively.

Long Term Debt

2015 Credit Agreement

On March 24, 2015, the Company entered into a Credit Agreement (the “2015 Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., BNP Paribas, Credit Agricole Corporate & Investment Bank, ING Bank, N.V., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A., as syndication agents. The Company used the proceeds of the 2015 Credit Agreement to repay in full the indebtedness outstanding on its then-existing 2014 Credit Agreement, as defined below, and to repay $200.0 million of indebtedness outstanding on the existing 2013 Term Loan under the 2013 Credit Agreement, each as defined below, resulting in a remaining $1,050.0 term loan. The 2015 Credit Agreement provides for a term loan of $800.0 million (the “2015 Term Loan”), payable in full on March 31, 2018. The terms of the 2015 Term Loan are substantially the same as those of the term loan existing under the 2013 Credit Agreement, after giving effect to the 2015 Amendment as discussed below.

Rates of interest on amounts borrowed under the 2015 Credit Agreement were based on the London Interbank Offered Rate (“LIBOR”), a qualified Eurocurrency LIBOR, an alternative base rate, or a qualified local currency rate, as applicable to the borrowings, plus applicable spreads determined by the consolidated leverage ratio. Applicable spreads on the borrowings under the 2015 Credit Agreement could range from 0.125% to 1.875% based on the Company’s consolidated leverage ratio, as defined in the 2015 Credit Agreement. The applicable spread under the 2015 Credit Agreement in effect as of June 30, 2015 was 1.63%. The 2015 Credit Agreement also contained affirmative and negative covenants that are substantially the same as those contained in the 2013 Credit Agreement, as amended, as discussed below. For the year ended June 30, 2015, deferred financing fees of $3.1 were recorded in Other noncurrent assets in the Consolidated Balance Sheet. Additionally, for the year ended June 30, 2015, the Company recorded a write-off of $0.9 of deferred financing fees related to the repayment of $200.0 million of indebtedness outstanding on the 2013 Credit Agreement.

Coty Inc. Credit Facility

On March 24, 2015, the Company entered into an amendment (“2015 Amendment”) to the 2013 Credit Agreement. The 2015 Amendment amends, among other things, the financial covenants in the 2013 Credit Agreement. After giving effect to the 2015 Amendment, the 2013 Credit Agreement permits the Company to maintain a quarterly base leverage ratio, as defined therein, equal to or less than 3.95 to 1.0 for each fiscal quarter through to December 31, 2015. After December 31, 2015, the quarterly base leverage ratio steps down to 3.75 to 1.0 through the period ending December 31, 2016, and to 3.50 to 1.0 through maturity of the facility. For the year ended June 30, 2015, the Company recorded deferred financing fees of $3.1 in Other noncurrent assets in the Consolidated Balance Sheet in connection with the 2015 Amendment.

On September 29, 2014, the Company entered into an Amendment (the “2014 Amendment”) to its existing 2013 Credit Agreement. The 2014 Amendment permits the Company to maintain a consolidated leverage ratio equal to or less than 4.5 to 1.0 for the 12-month period following an acquisition, as defined in the 2013 Credit Agreement. During the year-ended June 30, 2015, the Company recorded deferred financing fees of $3.1 in Other noncurrent assets in the Consolidated Balance Sheet in connection with the 2014 Amendment.

On June 25, 2014, the Company entered into the Incremental Term Loan Amendment (“Incremental Amendment”) to the 2013 Credit Agreement. The 2014 Incremental Amendment provides for an incremental term loan of $625.0 ( the “Incremental Term Loan”), and the Incremental Term Loan has substantially the same terms and conditions as those of the 2013 Term Loan, except with respect to principal repayments. The Incremental Term Loan is payable in full on April 2, 2018. The Company entered into the Incremental Term Loan in connection with the repurchase of shares from two related parties during fiscal 2014 and for general corporate purposes. Applicable spreads on the borrowings under the 2014 Incremental Amendment, as amended by the 2014 Amendment may range from 0.0% to 1.75% based on the Company’s consolidated leverage ratio, as defined in the 2013 Credit Agreement. Deferred financing fees of $2.2 were recorded in Other noncurrent assets in the Consolidated Balance Sheet in connection with the amendment as of June 30, 2014 and there were no deferred financing fees written off as a result of the amendment.

On April 2, 2013, the Company refinanced its then-existing credit facility by entering into a Credit Agreement (the “2013 Credit Agreement”), with JP Morgan Chase Bank, N.A. as administrative agent and Bank of America, N.A., BNP Paribas, Crédit Agricole Corporate & Investment Bank, Deutsche Bank Securities Inc., ING Bank N.V., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A., as syndication agents. The 2013 Credit Agreement provides a term loan of $1,250.0 (the “2013 Term Loan”), which expires on March 31, 2018. The amount outstanding on the 2013 Term Loan is $1,050.0 as of June 30, 2015. The 2013 Credit Agreement additionally provides a revolving loan facility of $1,250.0 (the “2013 Revolving Loan Facility”) expiring on April 2, 2018, which includes up to $80.0 in swingline loans. Rates of interest on amounts borrowed under the 2013 Credit Agreement are based on the London Interbank Offer Rate (“LIBOR”), a qualified Eurocurrency LIBOR, an alternative base rate, or a qualified local currency rate, as applicable to the borrowings, plus applicable spreads determined by the consolidated leverage ratio. Applicable spreads on the borrowings under the 2013 Credit Agreement, as amended by the 2014 Amendment, may range from 0.0% to 1.75% based on the Company’s consolidated leverage ratio, as defined in the 2013 Credit Agreement. In addition to interest on amounts borrowed under the 2013 Credit Agreement, as amended by the 2014 Amendment, the Company pays a quarterly commitment fee, as defined in the 2013 Credit Agreement, on the 2013 Revolving Loan Facility that can range from 0.15% to 0.25% based on the Company’s consolidated leverage ratio, as defined in the 2013 Credit Agreement. Quarterly repayments for the 2013 Term Loan will commence on October 1, 2016 and will total $175.0, and $875.0 in fiscal years 2017, and 2018 respectively. The Company used the proceeds from the 2013 Credit Agreement to repay in full all amounts outstanding under the Credit Agreement, dated August 22, 2011, with JPMorgan Chase Bank, N.A. as administrative agent and Bank of America, N.A. and Wells Fargo Bank, N.A., as co-syndication agents and for general corporate purposes. In April 2013, the Company wrote off $2.6 of deferred financing fees associated with the refinancing, which was included in interest expense, net in the Consolidated Statements of Operations in fiscal 2013. As of June 30, 2015, the Company had $1,113.5 available for borrowings under the 2013 Credit Agreement.

2014 Credit Agreement

On September 29, 2014, the Company entered into a Credit Agreement (the “2014 Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A., as syndication agents. The 2014 Credit Agreement provided for a term loan of $600.0 scheduled to expire on September 28, 2015 at which time it was payable in full. Rates of interest on amounts borrowed under the 2014 Credit Agreement were based on LIBOR, a qualified Eurocurrency LIBOR, an alternative base rate, or a qualified local currency rate, as applicable to the borrowings, plus applicable spreads determined by the consolidated leverage ratio. Applicable spreads on the borrowings under the 2014 Credit Agreement could have ranged from 0.0% to 1.75% based on the Company’s consolidated leverage ratio, as defined in the 2014 Credit Agreement. The Company used the borrowings under the 2014 Credit Agreement to prepay the outstanding principal amount of the Senior Notes, as described below, prior to their maturity date. For the year-ended June 30, 2015, the Company recorded deferred financing fees of $1.9 in Other noncurrent assets in the Consolidated Balance Sheet in connection with the 2014 Amendment.

On March 24, 2015, the Company used the proceeds of the 2015 Credit Agreement to repay in full the indebtedness outstanding under the 2014 Credit Agreement.

Interest

Interest is payable quarterly or on the last day of the interest period applicable to the borrowing under the Company’s long-term debt facilities. The weighted-average interest rates on the Company’s Term Loans were 1.7%, 1.6%, and 1.9% in fiscal 2015, 2014, and 2013 respectively. The weighted-average interest rates on the Company’s Revolving credit facility was 1.4%, 1.3%, and 1.6% in fiscal 2015, 2014, and 2013.

Senior Notes

On September 29, 2014, the Company prepaid the Senior Notes. The prepayment included the principal amount of Senior Notes of $500.0, accrued interest of $8.0 and a make-whole amount of $84.6. In connection with the prepayment, the Company incurred a loss on early extinguishment of debt of $88.8, which included the make-whole amount and the write-off of $4.2 of deferred financing fees related to the Senior Notes.

On June 16, 2010, the Company issued $500.0 of Senior Secured Notes (the “Senior Notes”) in three series in a private placement transaction pursuant to a Note Purchase Agreement (the “NPA”): (i) $100.0 in aggregate principal amount of 5.12% Series A Senior Secured Notes due June 16, 2017, (ii) $225.0 in aggregate principal amount of 5.67% Series B Senior Secured Notes due June 16, 2020 and (iii) $175.0 in aggregate principal amount of 5.82% Series C Senior Secured Notes due June 16, 2022. Interest payments are payable semi-annually in December and June. In connection with the refinancing of the credit facility in August 2011, the liens that secured the Senior Notes were released as provided in the NPA.

Financial Covenants

As of June 30, 2015, the Company is required to comply with certain covenants contained within the 2013 Credit Agreement and the 2015 Credit Agreement (each, as amended, the “Credit Agreements”). These covenants within the Credit Agreements contain customary representations and warranties as well as customary affirmative and negative covenants, including but not limited to, restrictions on incurrence of additional debt, liens, dividends and other restricted payments, asset sales, investments, mergers, acquisitions and affiliate transactions. Events of default permitting acceleration under the Agreements include, among others, nonpayment of principal or interest, covenant defaults, material breaches of representations and warranties, bankruptcy and insolvency events and certain cross defaults. In addition, a change of control is a default under the Credit Agreements. The 2015 Amendment amends, among other things, the financial covenants in the 2013 Credit Agreement. After giving effect to the 2015 Amendment, the 2013 Credit Agreement permits Coty to maintain a quarterly base leverage ratio, as defined therein, equal to or less than 3.95 to 1.0 for each fiscal quarter through to December 31, 2015, subject to certain agreed step-downs thereafter as defined above, a consolidated interest coverage ratio, as these terms are defined in the Credit Agreements, equal to or greater than 3.0 to 1.0 for the previous 12-month period, except that the 2014 Amendment to the 2013 Credit Agreement permits us to maintain a consolidated leverage ratio equal to or less than 4.5 to 1.0 for the 12-month period following an acquisition, as defined in the 2013 Credit Agreement.

The Company is in compliance with all financial covenants within the Credit Agreements as of June 30, 2015.

Repayment Schedule

Aggregate maturities of all long-term debt, including current portion of long-term debt and excluding capital lease obligations as of June 30, 2015, are presented below:



Fiscal Year Ending June 30
2016	$	6.5
2017	175.0
2018	2,430.0
2019	—
2020	—
Thereafter	—
Total	$	2,611.5