Regulation FD Disclosure.
On September 12, 2023, Coty Inc. (the “Company”), together with its wholly-owned subsidiaries HFC Prestige Products, Inc. and HFC Prestige International U.S. LLC (collectively with the Company, the “Issuers”), entered into a purchase agreement relating to the sale of €500 million aggregate principal amount of the Issuers’ 5.750% Senior Secured Notes due 2028 (the “Notes”).
The Company intends to use the net proceeds from the offering of the Notes to repay a portion of the borrowings outstanding under the Company’s revolving credit facility, without a reduction in commitment. The Company will use cash on hand to pay the offering expenses payable by it in connection with the offering of the Notes.
A copy of the press release issued by the Company on September 12, 2023 announcing the pricing of the Notes is included as Exhibit 99.1 hereto and incorporated by reference herein.
This report is neither an offer to purchase nor a solicitation of an offer to sell any securities.
The statements contained or referenced in this report include certain “forward-looking statements” within the meaning of the relevant securities laws, including the expected closing of the 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,” “temporary,” “target,” “aim,” “potential,” “goal” and similar words or phrases. These statements are based on certain assumptions and estimates that the Company considers reasonable, but are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual events or results to differ materially from such statements, including, without limitation, (i) the Company’s ability to consummate the offering of the Notes on a timely basis and on terms commercially acceptable to the Company and (ii) the other potential risks and uncertainties that could affect the Company’s business and financial results included under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest Annual Report on Form 10-K for the fiscal year ended June 30, 2023 and other documents it has filed and may file with the United States Securities and Exchange Commission from time to time. All forward-looking statements made in this report are qualified by these cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of the document in which such statement is made, and the Company 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.
Financial Statements and Exhibits.