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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| 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 | |||||