Tender Offer is a Continuation of $1.1
Billion Reduction in Debt Over Last 15 Months Continues
Coty’s Deleveraging Agenda
Anticipated Reduction in Interest Expense
related to these Debt Securities would approximate $11 Million
annually at current exchange rates
Coty Inc. (NYSE: COTY) (“Coty” or the “Company”) today announced
its offers to purchase for cash (i) up to $100,000,000 aggregate
principal amount (the “USD Note Cap”) of the Company’s U.S.
dollar-denominated notes listed in the table below (the “USD
Notes”), and (ii) up to €100,000,000 aggregate principal amount
(the “Euro Note Cap”) of the Company’s Euro denominated notes
listed in the table below (the “Euro Notes”). The USD Notes and the
Euro 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 USD Note Cap and
the Euro Note Cap are referred to collectively as the “Notes Caps”
and each a “Note Cap.”
Title of Security
Security Identifiers
Principal Amount
Outstanding
Tender Offer
Consideration(1)(2)
Early Tender
Premium(1)(2)
Total
Consideration(1)(2)(3)
USD Tender Offer
6.500% Senior Notes due 2026
CUSIPs: 222070AB0 U2203CAA9
ISINs:
US222070AB02 (144A) USU2203CAA90
(Reg S)
$550,000,000
$935.00
$30.00
$965.00
Euro Tender Offer
4.750% Senior Notes due 2026
Common Codes: 180178872 180178830
ISINs: XS1801788727 (144A) XS1801788305 (Reg S)
€250,000,000
€900.00
€30.00
€930.00
(1)
Per $1,000 principal amount of USD Notes
or €1,000 principal amount of Euro Notes, as applicable, tendered
and accepted for purchase.
(2)
Does not include Accrued Interest (as
defined below), which will also be payable as provided herein.
(3)
Includes the Early Tender Premium (as
defined below).
The tender offers are being made upon the terms and subject to
conditions described in the Offer to Purchase, dated November 8,
2022 (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 reserves the right, but is under no
obligation, to increase or decrease any or both of the Notes Caps
in its sole discretion at any time without extending or reinstating
withdrawal rights, subject to compliance with applicable law.
The tender offers for the Notes will expire at 11:59 p.m., New
York City time, on December 7, 2022, 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. Holders of Notes
must validly tender and not validly withdraw their Notes prior to
or at 5:00 p.m., New York City time, on November 22, 2022 (such
date and time, as it may be extended with respect to a tender
offer, the “Early Tender Date”), and the holder’s Notes must be
accepted for purchase, to be eligible to receive the applicable
Total Consideration (as defined below). If a holder validly tenders
Notes after the applicable Early Tender Date but prior to or at the
applicable Expiration Date, and the holder’s Notes are accepted for
purchase, the holder will only be eligible to receive the
applicable Tender Offer Consideration (as defined below).
In addition to the consideration set forth in the table above,
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 applicable settlement date (“Accrued Interest”).
Subject to the Notes Caps, and proration if applicable, holders
of Notes validly tendered (and not validly withdrawn) prior to the
Early Tender Date and accepted for purchase pursuant to the tender
offers will receive the applicable tender offer consideration set
forth in the table above (with respect to each series of Notes, the
“Tender Offer Consideration”) plus the early tender offer premium
for such series of Notes set forth in the table above (with respect
to each series of Notes, the “Early Tender Premium” and, together
with the applicable Tender Offer Consideration, the “Total
Consideration”). Holders of Notes validly tendered (and not validly
withdrawn) after the Early Tender Date, but before or at the
Expiration Date, and accepted for purchase pursuant to the tender
offers will receive the applicable Tender Offer Consideration, but
not the Early Tender Premium. No tenders will be valid if submitted
after the Expiration Date. Notes validly tendered prior to or at
the Early Tender Date will be accepted for purchase in priority to
other Notes validly tendered after the Early Tender Date.
The Company intends to fund the purchase of validly tendered and
accepted Notes with available cash on hand and other sources of
liquidity, including short term borrowings under its revolving
credit facility and cash generated from operations. The purpose of
the tender offers is to purchase a portion of the Notes, subject to
the Notes Caps, in order to reduce the Company’s total outstanding
public debt and interest expense. The tender offers could adversely
impact the Company’s credit ratings but are expected to result in
improved leverage and reduced interest expense while maintaining
strong liquidity.
The tender offers will expire on the applicable Expiration Date.
Except as set forth below, payment for the Notes that are validly
tendered prior to or at the Expiration Date and that are accepted
for purchase will be made on a date promptly following the
Expiration Date, which is currently anticipated to be December 9,
2022, the second business day after the Expiration Date. The
Company reserves the right, in its sole discretion, to make payment
for Notes that are validly tendered prior to or at the Early Tender
Date and that are accepted for purchase on an earlier settlement
date, which, if applicable, is currently anticipated to be November
28, 2022, provided that the conditions to the satisfaction of the
applicable tender offer are satisfied. The Company is not obligated
to conduct any early settlement or have any early settlement occur
on any particular date.
Tendered Notes may be withdrawn prior to or at, but not after,
5:00 p.m., New York City time, on November 22, 2022.
The tender offers are subject to the satisfaction or waiver of
certain conditions which are specified in the Offer to Purchase.
The tender offers are not conditioned on any minimum principal
amount of Notes being tendered.
Information Relating to the Tender Offers
The Offer to Purchase is being distributed to holders beginning
today. BNP Paribas Securities Corp., Citigroup Global Markets Inc.,
Credit Agricole Securities (USA) Inc. and Santander Investment
Securities Inc. 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:
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Collect: +1 (212) 723-6106
Credit Agricole Securities (USA)
Inc.
Santander Investment Securities
Inc.
Collect: +1 (212) 841-3059
Toll free: +1 (800) 558-3745
Collect: +1 (212) 261-7802
Collect: +1 (212) 940-1442
Toll-Free:+1 (888) 210-4358
Toll-Free: +1 (866) 807-6030
Toll-Free: +1 (855) 404-3636
Global Bondholder Services Corporation 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 Global Bondholder Services
Corporation by any of the following means: by telephone at +1 (855)
654-2014 (toll-free) or +1 (212) 430-3774 (collect); by email at
contact@gbsc-usa.com; or by internet at the following web address:
https://www.gbsc-usa.com/coty/.
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.
Coty Inc. is one of the world’s largest beauty companies, with
an iconic portfolio of brands across fragrance, color cosmetics,
and skin and body care. Through targeted strategic transactions, we
have strengthened and diversified our presence across the
countries, categories and channels in which we compete, building a
strong beauty platform. As Coty transforms, we continue to make
progress on our strategic priorities, including stabilizing our
consumer beauty brands through leading innovation and improved
execution, accelerating our prestige fragrance business and ongoing
expansion into prestige cosmetics, building a comprehensive
skincare portfolio leveraging existing brands, enhancing our
e-commerce and direct-to-consumer capabilities, expanding our
presence in China through prestige products and select consumer
beauty brands, and establishing Coty as an industry leader in
sustainability.
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,
the expected source of funds and the anticipated interest expense
savings. 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, 2022
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221108006245/en/
Investor Relations Olga Levinzon 212-389-7733
Olga_Levinzon@cotyinc.com Media Antonia Werther +31 621 394495
917-754-8399 Antonia_Werther@cotyinc.com
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