Coty Inc. Prices €700 Million of Senior Secured Notes
June 09 2021 - 4:30PM
Business Wire
Coty Inc. (NYSE: COTY) (“Coty”) today announced the pricing of
€700 million of 3.875% senior secured notes due 2026 (the “Notes”)
(representing an upsize from the previously announced €500
million). Coty will receive gross proceeds of €700 million in
connection with the offering of the Notes. The offering is expected
to close on June 16, 2021, subject to customary closing
conditions.
The Notes will be senior secured obligations of Coty and will be
guaranteed on a senior secured basis by each of Coty’s wholly owned
U.S. subsidiaries that guarantees, and will be secured by first
priority liens on the same collateral that secures, Coty’s
obligations under its existing senior secured credit facilities and
existing secured notes. The Notes and the guarantees will be equal
in right of payment with all of Coty’s and the guarantors’
respective existing and future senior indebtedness and will be pari
passu with all of Coty’s and the guarantors’ respective existing
and future indebtedness that is secured by a first priority lien on
the collateral, including the existing senior secured credit
facilities and existing secured notes, to the extent of the value
of such collateral.
Coty intends to use the net proceeds from the offering to repay
a portion of its outstanding term loans under its existing credit
facilities and to pay any related premiums, fees and expenses
thereto.
The Notes and the related guarantees have not been, and will not
be, registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any applicable state or foreign securities
laws, and will be offered only to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A, and to
persons outside the United States in compliance with Regulation S
under the Securities Act. Unless so registered, the Notes and the
related guarantees may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements
of the Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any securities, nor shall there be
any sales of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Cautionary Note 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 Coty’s current views
with respect to, among other things, Coty’s offering of the Notes
and the use of proceeds therefrom. 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 Coty’s future performance, but are subject to a number of risks
and uncertainties, many of which are beyond Coty’s control, which
could cause actual events or results to differ materially from such
statements, including Coty’s ability to consummate the offering of
the Notes, and other factors identified in “Risk Factors” included
in Coty’s Annual Report on Form 10-K for the fiscal year ended June
30, 2020 and subsequent quarterly reports 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.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area. For
these purposes, a retail investor means a person who is one (or
more) of (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (“MIFID II”), (ii) a customer within
the meaning of the Insurance Distribution Directive where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II, or (iii) not a qualified
investor as defined in the Prospectus Regulation. Consequently no
key information document required by the PRIIPs Regulation for
offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
This media release has been prepared on the basis that any offer
of the Notes in the United Kingdom (the “UK”) will be made pursuant
to an exemption under Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the “EUWA”) from a requirement to publish a prospectus for offers
of Notes.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the UK. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
EUWA; (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (“FSMA”) and any rules or
regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes
or otherwise making them available to retail investors in the UK
has been prepared and, therefore, offering or selling the Notes or
otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
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version on businesswire.com: https://www.businesswire.com/news/home/20210609005880/en/
Investor Relations Olga Levinzon 212-389-7733
Olga_Levinzon@cotyinc.com
Media Antonia Werther +31 621 394495
Antonia_Werther@cotyinc.com
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