DEBT (Tables)

12 Months Ended

Jun. 30, 2017



	June 30, 2017			June 30, 2016
Short-term debt	$	3.7		$	19.8
Galleria Credit Agreement
Galleria Revolving Credit Facility due September 2021	—			—
Galleria Term Loan A Facility due September 2021	944.3			—
Galleria Term Loan B Facility due September 2023	1,000.0			—
Coty Credit Agreement
Coty Revolving Credit Facility due October 2020	810.0			670.0
Coty Term Loan A Facility due October 2020	1,792.8			1,883.6
Coty Term Loan A Facility due October 2021	950.6			—
Coty Term Loan B Facility due October 2022	1,712.5			1,596.0
Other long-term debt and capital lease obligations	1.7			0.7
Total debt	7,215.6			4,170.1
Less: Short-term debt and current portion of long-term debt	(209.1		)	(161.8		)
Total Long-term debt	7,006.5			4,008.3
Less: Unamortized debt issuance costs^(a)	(67.6		)	(64.6		)
Less: Discount on Long-term debt	(10.6		)	(7.3		)
Total Long-term debt, net	$	6,928.3		$	3,936.4

^(a) Consists of unamortized debt issuance costs of $17.5 and $22.7 for the Coty Revolving Credit Facility, $33.2 and $30.3 for the Coty Term Loan A Facility and $11.3 and $11.6 for the Coty Term Loan B Facility as of June 30, 2017 and June 30, 2016, respectively. Consists of unamortized debt issuance costs of $2.7 and $0.0 for the Galleria Term Loan A Facility and $3.0 and $0.0 for the Galleria Term Loan B Facility as of June 30, 2017 and June 30, 2016, respectively. Unamortized debt issuance costs of $4.2 for the Galleria Revolving Credit Facility were classified as Other noncurrent assets as of June 30, 2017.

Schedule of 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

Borrowing Capacity (in millions)

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.

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

The Company’s long term debt facilities consisted of the following as of June 30, 2017:

Facility

Maturity Date

Borrowing Capacity (in millions)

Interest Rate Terms

Applicable Interest Rate Spread as of
June 30, 2017

Debt Discount

Repayment Schedule

Galleria Revolving Credit Facility^(a)

September 2021

$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

Galleria Term Loan A Facility^(a)

September 2021

$2,000.0^(g)

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 December 31, 2017 at 1.25% of original principal amount

Galleria Term Loan B Facility^(a)

September 2023

$1,000.0

LIBOR^(a) plus a margin of 3.00% or a base rate, plus a margin of 2.00%^(f)

3.00%

0.50%

Quarterly repayments
beginning December 31, 2017 at 0.25% of original
principal amount

Coty 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

Coty 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

Coty 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

Incremental Term A Facility^(a)

October 2021

$975.0

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 March 31, 2017 at 1.25% of original principal amount

Coty Term Loan B Facility^(a)(h) - USD Portion and Incremental Term B Facility^(a)

October 2022

$600.0

LIBOR^(a) plus a margin of 2.50% or a base rate, plus a margin of 2.00%^(f)

2.50%

0.50%

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

Coty Term Loan B Facility^(a) - Euro Portion

October 2022

€990.0^(e)

EURIBOR^(a) plus a margin of 2.75%

2.75%

0.50%

See below.^(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, 2017, the applicable rate on the unused commitment fee was 0.50%.

^(e) Includes €665.0 million of the Euro portion of Coty Term Loan B Facility 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 €665.0 million portion are payable quarterly beginning on June 30, 2016 at 0.25% of the original principal amount. 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.

^(g) At the closing of the P&G Beauty Business acquisition, $944.3 were assumed under the Galleria Credit Agreement. The remaining unused loan commitments for the Galleria Term Loan A Facility expired.

^(h) Refinanced as part of the Incremental Assumption Agreement^(a) on October 28, 2016 and part of the Refinancing Facilities^(a).

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

Facility

Maturity Date

Borrowing Capacity (in millions)

Interest Rate Terms

Applicable Interest Rate Spread as of

June 30, 2016

Debt Discount

Repayment Schedule

Coty 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

Coty 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

Coty 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

Coty 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

Coty 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 Coty Revolving Credit Facility and Galleria Revolving 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.

Schedule of Leverage-based Pricing

In the case of the Coty Revolving Credit Facility, Coty Term Loan A Facilities, Galleria Revolving Facility and Galleria Term Loan A Facility, the applicable margin means a percentage per annum to be determined in accordance with a leverage-based pricing grid below:



Pricing Tier	Total Net Leverage Ratio:	LIBOR plus:	Alternative Base Rate Margin:
1.0	Greater than or equal to 5.00:1	2.000%	1.000%
2.0	Less than 5.00:1 but greater than or equal to 4.00:1	1.750%	0.750%
3.0	Less than 4.00:1 but greater than or equal to 2.75:1	1.500%	0.500%
4.0	Less than 2.75:1 but greater than or equal to 2.00:1	1.250%	0.250%
5.0	Less than 2.00:1 but greater than or equal to 1.50:1	1.125%	0.125%
6.0	Less than 1.50:1	1.000%	—%

With certain exceptions as described below, the Debt Agreements include a financial covenant that requires the Company to maintain a Total Net Leverage Ratio (as defined below), equal to or less than the ratios shown below for each respective test period.



Test Period Ending	Total Net Leverage Ratio^(a)
September 30, 2017	5.00 to 1.00
December 31, 2017	5.00 to 1.00
March 31, 2018	4.75 to 1.00
June 30, 2018	4.75 to 1.00
September 30, 2018	4.50 to 1.00
December 31, 2018	4.50 to 1.00
March 31, 2019	4.25 to 1.00
June 30, 2019	4.25 to 1.00
September 30, 2019	4.00 to 1.00
December 31, 2019	4.00 to 1.00
March 31, 2020	4.00 to 1.00
June 30, 2020	4.00 to 1.00
September 30, 2020	4.00 to 1.00

^(a) Total Net Leverage Ratio means, as of any date of determination, the ratio of: (a) (i) Total Indebtedness minus (ii) unrestricted cash and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries as determined in accordance with GAAP to (b) Adjusted EBITDA for the most recently ended Test Period (each of the defined terms used within the definition of Total Net Leverage Ratio have the meanings ascribed to them within the Debt Agreements).

Fair value of debt



	June 30, 2017				June 30, 2016
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Galleria Credit Agreement	$	1,944.3	$	1,944.0	$	—	$	—
Coty Credit Agreement	5,265.9		5,275.4		4,149.6		4,106.9

Aggregate maturities of long-term debt

Aggregate maturities of all long-term debt, including current portion of long-term debt and excluding capital lease obligations as of June 30, 2017, are presented below:



Fiscal Year Ending June 30,
2018	$	204.4
2019	218.8
2020	218.8
2021	2,439.5
2022	1,550.2
Thereafter	2,578.5
Total	$	7,210.2

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=64930739&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=64930785&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=84159872&loc=d3e21521-112644

+ Details