false 0001024305 0001024305 2023-11-21 2023-11-21

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

November 21, 2023

 

 

Coty Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35964   13-3823358

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

350 Fifth Avenue New York, NY 10018

(Address of principal executive offices, including zip code)

(212) 389-7300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Class A Common Stock, $0.01 per share   COTY   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

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

 

LOGO

Coty Inc. Announces Early Results of Cash Tender Offers for

Up to $400 Million Outstanding Debt Securities

Tender Offers are a Continuation of Coty’s 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 Company’s 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 Company’s 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)
U2203CAA9 (Reg S)

 

ISINs:

US222070AB02
(144A)

USU2203CAA90
(Reg S)

   $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
(144A)

USU2203CAE13
(Reg S)

   $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 world’s 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 Coty’s 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 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 the Company’s 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 Coty’s 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

 

LOGO

Coty Inc. Announces Pricing of Cash Tender Offers and Acceptance of $400 Million Outstanding Debt Securities

Tender Offers are a Continuation of Coty’s 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 Company’s 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 Company’s 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
Notes due

2026

  

CUSIPs:

222070AB0
(144A)

U2203CAA9
(Reg S)

 

ISINs: US222070AB02
(144A)

USU2203CAA90
(Reg S)

   $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%
Senior
Secured
Notes due
2026

  

CUSIPs:

222070AE4
(144A)

U2203CAE1
(Reg S)

 

ISINs: US222070AE41
(144A) USU2203CAE13
(Reg S)

   $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 world’s 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 Coty’s 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 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 the Company’s 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 Coty’s 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

v3.23.3
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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