DEBT



	June 30, 2016			June 30, 2015
Short-term debt	$	19.8		$	22.1
Coty Credit Agreement
Revolving Credit Facility due October 2020	670.0			—
Term Loan A Facility due October 2020	1,883.6			—
Term Loan B Facility due October 2022	1,596.0			—
2015 Credit Agreement due March 2018	—			800.0
Coty Inc. Credit Facility
2013 Term Loan due March 2018	—			1,050.0
Incremental Term Loan due April 2018	—			625.0
Revolving Loan Facility due April 2018	—			136.5
Other long-term debt and capital lease obligations	0.7			1.1
Total debt	4,170.1			2,634.7
Less: Short-term debt and current portion of long-term debt	(161.8		)	(28.8		)
Total Long-term debt	4,008.3			2,605.9
Less: Discount on Long-term debt	(7.3		)	—
Total Long-term debt, net	$	4,001.0		$	2,605.9

Short-Term Debt

The Company maintains short-term lines of credit with financial institutions around the world. Total available lines of credit were $108.5 and $127.7, of which $19.8 and $22.1 were outstanding at June 30, 2016 and 2015, 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 0.5% to 16.5% and from 0.7% to 18.0% as of June 30, 2016 and 2015, respectively. The weighted-average interest rate on short-term debt outstanding was 14.0% and 7.1% as of June 30, 2016 and 2015, respectively. In addition, the Company had undrawn letters of credit of $4.6 and $4.1 as of June 30, 2016 and 2015, respectively.

Long Term Debt

The Company’s long term debt facilities consisted of the following as of June 30, 2016:

Applicable Interest Rate Spread as of

June 30, 2016

Facility

Maturity Date

Principal Amount (in millions)

Interest Rate Terms

Debt Discount

Repayment Schedule

Revolving Credit Facility^(a)

October 2020

$1,500.0

LIBOR^(a)plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio ^{(c) (d)}^(f)

1.75%

N/A^(b)

Payable in full at maturity date

Term Loan A Facility^(a)- USD Portion

October 2020

$1,750.0

LIBOR^(a) plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio ^(c)^(f)

1.75%

N/A^(b)

Quarterly repayments beginning June 30, 2016 at 1.25% of original principal amount

Term Loan A Facility^(a) - Euro Portion

October 2020

€140.0

EURIBOR^(a) plus a margin of 1.00% to 2.00% per annum, based on the Company’s total net leverage ratio ^(c)^(f)

1.75%

N/A^(b)

Quarterly repayments beginning September 30, 2016 at 1.25% of original principal amount

Term Loan B Facility^(a) - USD portion

October 2022

$500.0

LIBOR^(a) (subject to a 0.75% floor) plus a margin of 3.00% or a base rate (subject to a 1.75% floor), plus a margin of 2.00%^(f)

3.00%

0.50%

Quarterly repayments beginning June 30, 2016 at 0.25% of original principal amount

Term Loan B Facility^(a) - Euro portion

October 2022

€990.0 (e)

EURIBOR^(a) (subject to a 0.75% floor) plus a margin of 2.75%

2.75%

0.50%

Quarterly repayments beginning June 30, 2016 at 0.25% of original principal amount ^(e)

^(a) As defined below.

^(b)N/A - Not Applicable.

^(c) As defined per the respective loan agreement.

^(d) Additionally the Company will pay to the Revolving Credit Facility lenders an unused commitment fee calculated at a rate ranging from 0.25% to 0.50% per annum, based on the Company’s total net leverage ratio^(c). As of June 30, 2016, the applicable rate on the unused commitment fee was 0.50%.

^(e) Includes €665.0 million of the Euro portion of Term Loan B originated on October 27, 2015, and the €325.0 million from the Incremental Term Loans, as defined below, originated on April 8, 2016. Repayments on the €325.0 million Incremental Term Loan B are payable quarterly beginning on September 30, 2016 at 0.25% of the original principal amount.

^(f)The selection of the applicable interest rate for the period is at the discretion of the Company.

On October 27, 2015, the Company refinanced its long term debt facilities. The Company’s long term debt facilities that were outstanding prior to the Company’s refinancing consisted of the following as of June 30, 2015:

Facility

Maturity Date

Principal Amount

Interest Rate Terms

Applicable Interest Rate Spread as of
June 30, 2015

Debt Discount

Repayment Schedule

2013 Term Loan^(a)

March 2018

$1,250.0

LIBOR^(c) plus a margin ranging from 0.0% to 1.75% based on the Company’s consolidated leverage ratio^(d)

1.50%

N/A^(b)

Quarterly repayments commence on October 1, 2016 and will total $175.0, and $875.0 in fiscal 2017, and 2018 respectively

Incremental Term Loan^(a)

April 2018

$625.0

LIBOR^(c) plus a margin ranging from 0.0% to 1.75% based on the Company’s consolidated leverage ratio^(d)

1.50%

N/A^(b)

Payable in full on April 2, 2018

2013 Revolving Loan Facility^(a)

April 2018

$1,250.0

LIBOR^(c) plus a margin ranging from 0.15% to 0.25% based on the Company’s consolidated leverage ratio^(d)

1.28%

N/A^(b)

Payable in full at maturity date

2015 Credit Agreement^(a)

March 2018

$800.0

Applicable base rate^(c)plus a margin ranging from 0.125% to 1.875% based on the Company’s consolidated leverage ratio^(d)

1.63%

N/A^(b)

Payable in full on March 31, 2018

^(a) As defined below.

^(b) N/A - Not Applicable.

^(c) Applicable base 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.

^(d) As defined per the respective loan agreement.

Coty Credit Agreement

On October 27, 2015, the Company entered into a Credit Agreement (the “Coty Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent. The Coty Credit Agreement provides for senior secured credit facilities (the “Senior Secured Facilities”) comprising (i) a revolving credit facility in an aggregate principal amount up to $1,500.0 (the “Revolving Credit Facility”) which includes up to $80.0 in swingline loans available for short term borrowings, (ii) a $1,750.0 Term Loan A Facility (“Term Loan A Facility”) and (iii) a Term Loan B Facility comprising of a $500.0 tranche and a €665.0 million tranche (“Term Loan B Facility”). The Term Loan B Facility was issued at a 0.50% discount. The proceeds of the Coty Credit Agreement were primarily used to refinance the Company’s previously existing debt, which included the 2015 Credit Agreement due March 2018 and facilities under the Coty Inc. Credit Facility (together, the “Prior Coty Inc. Credit Facilities”).

On April 8, 2016, the Company entered into an Incremental Assumption Agreement and Amendment No. 1 (the “Incremental Credit Agreement”) to the Coty Credit Agreement. The Incremental Credit Agreement provides for an additional €140.0 million in commitments under the Term Loan A Facility and an additional €325.0 million in commitments under the Term Loan B Facility of the Coty Credit Agreement (the “Incremental Term Loans”). The proceeds of the Incremental Term Loans were used to partially repay outstanding balances under the Revolving Credit Facility. The terms of the €140.0 million and €325.0 million portions of the Incremental Term Loans are substantially the same as the respective existing Term Loan A Facility and Euro denominated portion of the Term Loan B Facility.

The Coty Credit Agreement is guaranteed by Coty Inc.’s wholly-owned domestic subsidiaries and secured by a first priority lien on substantially all of the assets of Coty Inc. and its wholly-owned domestic subsidiaries, in each case subject to certain carve outs and exceptions.

Prior Coty Inc. Credit Facilities

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, Crédit Agricole Corporate & Investment Bank, ING Bank, N.V., Morgan Stanley MUFG Loan Partners, LLC and Wells Fargo Bank, N.A., as syndication agents. The 2015 Credit Agreement provided for a term loan of $800.0 (the “2015 Term Loan”) payable in full on March 31, 2018.

Coty Inc. Credit Facility

On June 25, 2014, the Company entered into an Incremental Term Loan Amendment (the “Incremental Amendment”) to the 2013 Credit Agreement. The 2014 Incremental Amendment provided for an incremental term loan of $625.0 (the “Incremental Term Loan”), which had substantially the same terms and conditions as the 2013 Term Loan, except with respect to principal repayments.

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 provided a term loan of $1,250.0 (the “2013 Term Loan”), which would have expired on March 31, 2018. The 2013 Credit Agreement additionally provided a revolving loan facility of $1,250.0 (the “Revolving Loan Facility”), which would have expired on April 2, 2018, which provided for up to $80.0 in swingline loans.

Deferred Financing Fees

For the fiscal years ended June 30, 2016, 2015, and 2014, the Company recognized deferred financing fees of $59.0, $11.2, and $2.2, respectively. For the fiscal years ended June 30, 2016, 2015, and 2014, the Company wrote-off deferred financing fees of $3.1, $5.1, and nil, respectively, of which $3.1 and $4.2 in fiscal 2016 and 2015, respectively, were recorded to Loss on early extinguishment of debt in the Consolidated Statement of Operations. The remaining $0.9 of the fees written off in fiscal 2015 was recorded to Interest expense in the Consolidated Statement of Operations. As of June 30, 2016 and 2015, the Company had deferred financing fees of $64.6 and $20.9 recorded in Other noncurrent assets on the Company’s Consolidated Balance Sheet.

Interest

Interest is payable quarterly or on the last day of the interest period applicable to borrowings under the Company’s long-term debt facilities. For fiscal 2016, the weighted-average interest rates for the Revolving Credit Facility, Term Loan A Facility, and Term Loan B Facility under the Coty Credit Agreement collectively were 1.97%, 1.99% and 3.61%, respectively.

With respect to the Prior Coty Inc. Credit Facilities, the weighted-average interest rates on the Company’s 2015 Term Loan, Incremental Term Loan and the 2013 Term Loan collectively were 1.77%, 1.70%, and 1.60% in fiscal 2016, 2015, and 2014, respectively. The weighted-average interest rates on the Company’s 2013 Revolving Loan Facility were 1.67%, 1.40%, and 1.30% in fiscal 2016, 2015, and 2014.

Senior Notes

On September 29, 2014, the Company prepaid the Senior Notes as defined below. 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: (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.

Financial Covenants

The Company is required to comply with certain affirmative and negative covenants contained within the Coty Credit Agreement. The Coty Credit Agreement includes a financial covenant that requires the Company to maintain a total net leverage ratio, as defined therein, equal to or less than 5.50 to 1.00 for each fiscal quarter through December 31, 2016, subject to certain agreed step-downs thereafter. In the four fiscal quarters following the closing of any material acquisition, as defined in the Coty Credit Agreement, the applicable leverage ratio shall be the lesser of 1.00 to 1.00 higher than the applicable rate at the time, and 5.95 to 1.00. After the four fiscal quarter period ends subsequent to the closing of any material acquisition, the net leverage ratio levels will return to pre-material acquisition levels.

As of June 30, 2016, the Company is in compliance with all financial covenants within the Coty Credit Agreement as described above.

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, 2016, are presented below:



Fiscal Year Ending June 30
2017	$	141.9
2018	111.3
2019	111.3
2020	111.3
2021	2,158.4
Thereafter	1,516.0
Total	$	4,150.2