UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. | Other Events. |
On November 21, 2023, Coty Inc. (the “Company”) announced the early tender results for its previously announced tender offers (the “Tender Offers”) to purchase up to $150,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2026 (CUSIP Nos. 222070AB0 and U2203CAA9) and up to $250,000,000 aggregate principal amount of the Company’s 5.000% Senior Secured Notes due 2026 (CUSIPs: 222070AE4 and U2203CAE1), subject in each case to proration if applicable. A copy of the press release announcing the early tender results is filed hereto as Exhibit 99.1 and incorporated by reference herein.
In addition, on November 22, 2023, the Company announced the pricing of the Tender Offers. A copy of the press release announcing the pricing of the Tender Offers is filed hereto as Exhibit 99.2 and incorporated by reference herein.
This report does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 | Press Release announcing the early tender results of the Tender Offers, dated November 21, 2023. | |
99.2 | Press Release announcing the pricing of the Tender Offers, dated November 22, 2023. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
Coty Inc. (Registrant)
| ||||||
Date: November 22, 2023 | By: | /s/ Kristin Blazewicz | ||||
Name: | Kristin Blazewicz | |||||
Title: | Chief Legal Officer |
Exhibit 99.1
Coty Inc. Announces Early Results of Cash Tender Offers for
Up to $400 Million Outstanding Debt Securities
Tender Offers are a Continuation of Cotys Deleveraging Agenda
NEW YORK (November 21, 2023) Coty Inc. (NYSE: COTY) (Coty or the Company) announced today the early results of its previously announced tender offers to purchase for cash, (i) up to $150,000,000 aggregate principal amount (the Unsecured Notes Cap) of the Companys 6.500% Senior Notes due 2026 (the Unsecured Notes) and (ii) up to $250,000,000 aggregate principal amount (the Secured Notes Cap) of the Companys 5.000% Senior Notes due 2026 (the Secured Notes). The Unsecured Notes and the Secured Notes are referred to collectively herein as the Notes, such offers to purchase are referred to collectively herein as the Tender Offers and each a Tender Offer, and the Unsecured Notes Cap and the Secured Notes Cap are referred to collectively as the Notes Caps and each a Notes Cap. The Tender Offers are being made pursuant to the terms and conditions set forth in the Offer to Purchase, dated November 7, 2023 (the Offer to Purchase). The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.
As of 5:00 p.m., New York City time, on November 21, 2023 (such date and time, the Early Tender Date), according to information provided by D.F. King & Co., Inc., the tender and information agent for the Tender Offers, the aggregate principal amount of each series of Notes listed in the table below has been validly tendered and not validly withdrawn in each Tender Offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date.
Title of Security | Security Identifiers |
Principal Amount Outstanding |
Principal Amount Tendered at Early Tender Date |
Principal Amount Accepted |
Approximate Proration Factor | |||||||
Unsecured Tender Offer |
6.500% Senior Notes due 2026 |
CUSIPs: 222070AB0 (144A)
ISINs: US222070AB02 USU2203CAA90 |
$473,017,000 | $241,182,000 | $150,000,000 | 62% | ||||||
Secured Tender Offer |
5.000% Senior Secured Notes due 2026 |
CUSIPs: 222070AE4 (144A) U2203CAE1 (Reg S)
ISINs: US222070AE41 USU2203CAE13 |
$900,000,000 | $523,855,000 | $250,000,000 | 48% |
All conditions were satisfied or waived by the Company at the Early Tender Date. The Company has elected to exercise its right to make payment for Notes that were validly tendered on or prior to the Early Tender Date and that are accepted for purchase on November 30, 2023 (the Early Settlement Date).
The Tender Offers for the Notes will continue to expire at 5:00 p.m., New York City time, on December 7, 2023, or any other date and time to which the Company extends the applicable Tender Offer (such date and time, as it may be extended with respect to a Tender Offer, the Expiration Date), unless earlier terminated.
As the aggregate principal amount of the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date in the Tender Offers exceeded the applicable Notes Cap, the Company will accept for purchase the Notes on a prorated basis. The applicable consideration (the Total Consideration) for each $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) prior to the Early Tender Date and accepted for purchase pursuant to each Tender Offer will be calculated in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security at 10:00 a.m., New York City time, on November 22, 2023 (the Price Determination Date) (excluding Accrued Interest (as defined below)). The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of each series of Notes accepted for purchase (the Early Tender Premiums). Each holder who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Date and whose Notes are accepted for purchase will be entitled to receive the applicable Total Consideration which includes the Early Tender Premiums. All holders of Notes accepted for purchase in the Tender Offers will receive accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but not including, the Early Settlement Date (Accrued Interest).
Promptly after the Price Determination Date, the Company will issue a press release specifying, among other things, the Total Consideration for each series of Notes.
The Company intends to fund the purchase of validly tendered and accepted Notes with available cash on hand and other sources of liquidity.
Information Relating to the Tender Offers
The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase. BofA Securities, Inc. and J.P. Morgan Securities LLC are serving as Dealer Managers in connection with the applicable Tender Offers. Investors with questions regarding the terms and conditions of the Tender Offers may contact the dealer managers as follows
BofA Securities, Inc. 620 South Tryon Street, 20th Floor Charlotte, North Carolina 28255 Attn: Debt Advisory Toll-Free: +1 (888) 292-0070 U.S.: +1 (980) 683-5454 Collect: +1 (980) 388-4370 Email: debt_advisory@bofa.com |
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 United States U.S. Toll-Free: +1 (866) 834-4666; U.S. Telephone: +1 212 834 4818 |
D.F. King & Co., Inc. is the Tender and Information Agent for the Tender Offers. Any questions regarding procedures for tendering Notes or request for copies of the Offer to Purchase should be directed to D.F. King & Co., Inc. by any of the following means: by telephone at +1 (800) 290-6424 (toll-free) or +1 (212) 269-5550 (collect) or by email at coty@dfking.com.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The
Tender Offers are being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of the Company or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee with respect to any series of Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender.
About Coty Inc.
Founded in Paris in 1904, Coty is one of the worlds largest beauty companies with a portfolio of iconic brands across fragrance, color cosmetics, and skin and body care. Coty serves consumers around the world, selling prestige and mass market products in more than 125 countries and territories. Coty and its brands empower people to express themselves freely, creating their own visions of beauty; and Coty is committed to protecting the planet.
Cautionary Notes Regarding Forward Looking Statements
The statements contained in this press release include certain forward-looking statements within the meaning of the securities laws. These forward-looking statements reflect Cotys current views with respect to, among other things, the proposed Tender Offers and the expected source of funds. These forward-looking statements are generally identified by words or phrases, such as anticipate, are going to, estimate, plan, project, expect, believe, intend, foresee, forecast, will, may, should, outlook, continue, target, aim, potential and similar words or phrases. These statements are based on certain assumptions and estimates that Coty considers reasonable and are not guarantees of Cotys future performance, but are subject to a number of risks and uncertainties, many of which are beyond Cotys control, which could cause actual events or results to differ materially from such statements, including the Companys ability to consummate the Tender Offers on the terms and timing described herein, or at all, and other factors identified in Risk Factors included in Cotys Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and its subsequent quarterly report on Form 10-Q. All forward-looking statements made in this press release are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this press release, and Coty does not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.
For more information contact:
Investor Relations
Olga Levinzon +1 212 389-7733
olga_levinzon@cotyinc.com
Media
Antonia Werther +31 621 394495
antonia_werther@cotyinc.com
Exhibit 99.2
Coty Inc. Announces Pricing of Cash Tender Offers and Acceptance of $400 Million Outstanding Debt Securities
Tender Offers are a Continuation of Cotys Deleveraging Agenda
NEW YORK (November 22, 2023) Coty Inc. (NYSE: COTY) (Coty or the Company) announced today the consideration payable in connection with its previously announced series of tender offers to purchase for cash (i) up to $150,000,000 aggregate principal amount (the Unsecured Notes Cap) of the Companys 6.500% Senior Notes due 2026 (the Unsecured Notes), and (ii) up to $250,000,000 aggregate principal amount (the Secured Notes Cap) of the Companys 5.000% Senior Notes due 2026 (the Secured Notes), for a total aggregate purchase price, excluding accrued and unpaid interest, of approximately $395 million. The Unsecured Notes and the Secured Notes are referred to collectively herein as the Notes, such offers to purchase are referred to collectively herein as the Tender Offers and each a Tender Offer, and the Unsecured Notes Cap and the Secured Notes Cap are referred to collectively as the Notes Caps and each a Notes Cap.
The table below sets forth, among other things, the Total Consideration (as defined below) for each series of Notes, as calculated at 10:00 a.m., New York City time, today, November 22, 2023 and the applicable proration factor for the Notes. The table below also sets forth the previously disclosed aggregate principal amount of each series of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on November 21, 2023 (the Early Tender Date) and accepted for purchase in each tender offer.
Title of Security |
Security Identifiers |
Principal Amount Outstanding |
U.S. Treasury Reference Security |
Bloomberg Reference Page(1) |
Fixed Spread (basis points) |
Reference Yield |
Total Consideration(2)(3) | |||||||||
Unsecured Tender Offer | 6.500% Senior 2026 |
CUSIPs: 222070AB0 U2203CAA9
ISINs: US222070AB02 USU2203CAA90 |
$473,017,000 | 3.750% UST due 4/15/2026 (CUSIP: 91282CGV7) |
PX5 | 140 bps | 4.734% | $1,007.88 | ||||||||
Secured Tender Offer | 5.000% |
CUSIPs: 222070AE4 U2203CAE1
ISINs: US222070AE41 |
$900,000,000 | 3.750% UST due 4/15/2026 (CUSIP: 91282CGV7) |
PX5 | 140 bps | 4.734% | $975.22 |
(1) | The applicable page on Bloomberg from which the Dealer Managers quoted the bid side price of the U.S. Treasury Security. |
(2) | Per $1,000 principal amount of Notes validly tendered on or prior to the Early Tender Date and accepted for purchase by the Company. Inclusive of the Early Tender Premiums (as defined below). |
(3) | Does not include Accrued Interest (as defined below), which will also be payable as described below. |
The Tender Offers are being made upon the terms and subject to conditions previously described in the Offer to Purchase, dated November 7, 2023 (as it may be amended or supplemented from time to time, the Offer to Purchase), which sets forth a detailed description of the Tender Offers. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.
Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date. The Tender Offers for the Notes will expire at 5:00 p.m., New York City time, on December 7, 2023, or any other date and time to which the Company extends the applicable Tender Offer, unless earlier terminated. As previously announced, all conditions were satisfied or waived by the Company at the Early Tender Date. As previously announced, the Company has elected to exercise its right to make payment for Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase on November 30, 2023 (the Early Settlement Date). Since the amount of Notes validly tendered and not withdrawn prior to or at the Early Tender Date exceeded the applicable Notes Cap, the Company does not expect to purchase any Notes tendered after the Early Tender Date.
The applicable consideration (the Total Consideration) listed in the table above will be paid per $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) prior to the Early Tender Date and accepted for purchase pursuant to each Tender Offer on the Early Settlement Date. The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of each series of Notes accepted for purchase (the Early Tender Premiums). Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration for Notes accepted for purchase. All holders of Notes accepted for purchase in the Tender Offers will receive accrued and unpaid interest on such Notes from the last interest payment date with respect to such Notes to, but not including, the Early Settlement Date (Accrued Interest).
All Notes accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of the Company.
Information Relating to the Tender Offers
BofA Securities, Inc. and J.P. Morgan Securities LLC are serving as Dealer Managers in connection with the applicable Tender Offers. Investors with questions regarding the terms and conditions of the Tender Offers may contact the dealer managers as follows
BofA Securities, Inc. 620 South Tryon Street, 20th Floor Charlotte, North Carolina 28255 Attn: Debt Advisory Toll-Free: +1 (888) 292-0070 U.S.: +1 (980) 683-5454 Collect: +1 (980) 388-4370 Email: debt_advisory@bofa.com |
J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 United States U.S. Toll-Free: +1 (866) 834-4666; U.S. Telephone: +1 212 834 4818 |
D.F. King & Co., Inc. is the Tender and Information Agent for the Tender Offers. Any questions regarding procedures for tendering Notes or request for copies of the Offer to Purchase should be directed to D.F. King & Co., Inc. by any of the following means: by telephone at +1 (800) 290-6424 (toll-free) or +1 (212) 269-5550 (collect) or by email at coty@dfking.com.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of the Company or its affiliates, their respective boards of directors, the dealer managers, the tender and information agent or the trustee with respect to any series of Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender.
About Coty Inc.
Founded in Paris in 1904, Coty is one of the worlds largest beauty companies with a portfolio of iconic brands across fragrance, color cosmetics, and skin and body care. Coty serves consumers around the world, selling prestige and mass market products in more than 125 countries and territories. Coty and its brands empower people to express themselves freely, creating their own visions of beauty; and Coty is committed to protecting the planet.
Cautionary Notes Regarding Forward Looking Statements
The statements contained in this press release include certain forward-looking statements within the meaning of the securities laws. These forward-looking statements reflect Cotys current views with respect to, among other things, the proposed Tender Offers and the expected source of funds. These forward-looking statements are generally identified by words or phrases, such as anticipate, are going to, estimate, plan, project, expect, believe, intend, foresee, forecast, will, may, should, outlook, continue, target, aim, potential and similar words or phrases. These statements are based on certain assumptions and estimates that Coty considers reasonable and are not guarantees of Cotys future performance, but are subject to a number of risks and uncertainties, many of which are beyond Cotys control, which could cause actual events or results to differ materially from such statements, including the Companys ability to consummate the Tender Offers on the terms and timing described herein, or at all, and other factors identified in Risk Factors included in Cotys Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and its subsequent quarterly report on Form 10-Q. All forward-looking statements made in this press release are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this press release, and Coty does not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.
For more information contact:
Investor Relations
Olga Levinzon +1 212 389-7733
olga_levinzon@cotyinc.com
Media
Antonia Werther +31 621 394495
antonia_werther@cotyinc.com
Document and Entity Information |
Nov. 21, 2023 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001024305 |
Document Type | 8-K |
Document Period End Date | Nov. 21, 2023 |
Entity Registrant Name | Coty Inc. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-35964 |
Entity Tax Identification Number | 13-3823358 |
Entity Address, Address Line One | 350 Fifth Avenue |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10018 |
City Area Code | (212) |
Local Phone Number | 389-7300 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Class A Common Stock, $0.01 per share |
Trading Symbol | COTY |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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