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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): July 19, 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 No.) |
| 350 Fifth Avenue | ||
| New York, NY | 10118 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 389-7300
(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:
| ☐ | 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 par value | 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 7.01. | Regulation FD Disclosure. |
On July 19, 2023, Coty Inc. (the “Company”), together with its wholly-owned subsidiaries, HFC Prestige Products, Inc. and HFC Prestige International U.S. LLC (collectively with Coty, the “Issuers”), entered into a purchase agreement with the representative of the several initial purchasers named in Schedule I thereto (the “Initial Purchasers”), and the entities listed on the signature pages thereof as “Guarantors,” relating to the sale by the Issuers to the Initial Purchasers of $750 million aggregate principal amount of the Issuers’ 6.625% Senior Secured Notes due 2030 (the “Notes”) (representing an upsize from the previously announced $600 million).
The Company intends to use the net proceeds from the offering to fully repay its U.S. dollar-denominated loans outstanding under Coty’s existing senior secured “term B” credit facility due April 2025 (the “Term B Credit Facility”), to repay a pro-rata portion of its Euro-denominated loans outstanding under the Term B Credit Facility and to pay any related premiums, fees and expenses related thereto. The Company will use cash on hand to pay the offering expenses payable by it in connection with the offering of the Notes.
| Item 8.01 | Other Events. |
A copy of the press release issued by the Company on July 19, 2023 announcing the pricing of the Notes is included as Exhibit 99.1 hereto and incorporated by reference herein.
Forward Looking Statements
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,” “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, 2022 and its subsequent quarterly reports on Form 10-Q 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
|
| 99.1 | Press release of Coty Inc., dated July 19, 2023, relating to the pricing of the Notes. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Coty Inc. | ||||||
| (Registrant) | ||||||
| Date: July 19, 2023 | By: | /s/ Laurent Mercier |
||||
| Name: | Laurent Mercier | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
COTY INC. PRICES UPSIZED $750 MILLION OF SENIOR SECURED NOTES
NEW YORK—(BUSINESS WIRE)—July 19, 2023—Coty Inc. (NYSE: COTY) (“Coty”), one of the world’s largest beauty companies with a portfolio of iconic brands across fragrance, color cosmetics, and skin and body care, today announced the pricing of $750 million of 6.625% senior secured notes due 2030 (the “Notes”) (representing an upsize from the previously announced $600 million) issued by Coty and its wholly-owned subsidiaries, HFC Prestige Products, Inc. and HFC Prestige International U.S. LLC (the “Co-Issuers” and collectively with Coty, the “Issuers”). Coty will receive gross proceeds of $750 million in connection with the offering of the Notes. The offering is expected to close on July 26, 2023, subject to customary closing conditions.
The Notes will be senior secured obligations of the Issuers and will be guaranteed on a senior secured basis by each of Coty’s subsidiaries (other than the Co-Issuers) that guarantee, and will be secured by first priority liens on the same collateral that secures, Coty’s obligations under the existing senior secured credit facilities and under the existing senior secured notes. The collateral security will be released upon the Notes achieving investment grade ratings from two out of the three ratings agencies.
Coty intends to use the net proceeds from the offering to fully repay its U.S. dollar-denominated loans outstanding under Coty’s existing senior secured “term B” credit facility due April 2025 (the “Term B Credit Facility”), to repay a pro-rata portion of its Euro-denominated loans outstanding under the Term B Credit Facility and to pay any related premiums, fees and expenses thereto. Coty will use cash on hand to pay the offering expenses in connection with the offering. The remainder of the term loan B is targeted to be fully prepaid by calendar year end 2023 with a combination of cash generated from operations and revolving credit facility liquidity.
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 non-U.S. 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.
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 130 countries and territories. Coty and our brands empower people to express themselves freely, creating their own visions of beauty; and we are committed to protecting the planet. Learn more at coty.com or on LinkedIn and Instagram.
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, the Issuers’ 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,” “goal” 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 Issuers’ ability to consummate the offering of the Notes on a timely basis and on terms commercially acceptable to Coty, 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, 2022 and its 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.
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