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
that it, together with its wholly-owned subsidiaries, HFC Prestige
Products, Inc. and HFC Prestige International U.S. LLC (the
“Co-Issuers” and collectively with Coty, the “Issuers”), launched
an offering of €500 million aggregate principal amount of senior
secured notes (the “Notes”), subject to market and customary
conditions. The interest rates and other key terms of the Notes
will be determined at the time of pricing.
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 Coty’s existing senior secured
credit facilities and 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 of the
Notes to repay a portion of the borrowings outstanding under Coty’s
revolving credit facility, without a reduction in commitment. Coty
will use cash on hand to pay the offering expenses payable by it in
connection with the offering of the Notes.
This press release does not constitute an offer to sell or
purchase, or a solicitation of an offer to sell or purchase, 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 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.
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 our
brands empower people to express themselves freely, creating their
own visions of beauty; and we are committed to protecting the
planet.
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 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 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, 2023. 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.
This media release has been prepared on the basis that any offer
of Notes in any member state of the European Economic Area (“EEA”)
will be made pursuant to an exemption under the Prospectus
Regulation from a requirement to publish a prospectus for offers of
Notes. For these purposes the expression “Prospectus Regulation”
means Regulation (EU) 2017/1129.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a
retail investor means a person who is one (or more) of (i) a retail
client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (“MIFID II”), (ii) a customer within the meaning of the
Insurance Distribution Directive where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II, or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently no key
information document required by the PRIIPs Regulation for offering
or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs
Regulation.
MiFID II product governance / Professional investors and ECPs
only target market. Manufacturer target market (MiFID II product
governance) is eligible counterparties and professional clients
only (all distribution channels).
This media release has been prepared on the basis that any offer
of the Notes in the United Kingdom (the “UK”) will be made pursuant
to an exemption under the UK Prospectus Regulation from a
requirement to publish a prospectus for offers of Notes. For these
purposes UK Prospectus Regulation means Regulation (EU) 2017/1129
as it forms part of domestic law in the UK by virtue of the
European Union (Withdrawal) Act 2018 (the “EUWA”).
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the UK. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law in the UK by
virtue of the EUWA; (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 (as
amended, the “FSMA”) and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law in the UK by virtue of the EUWA, or (iii) not a
qualified investor as defined in Article 2 of the UK Prospectus
Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 as it forms part of domestic law in
the UK by virtue of the EUWA (the “UK PRIIPs Regulation”) for
offering or selling the Notes or otherwise making them available to
retail investors in the UK has been prepared and, therefore,
offering or selling the Notes or otherwise making them available to
any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
UK MiFIR product governance / Professional investors and ECPs
only target market. Manufacturer target market (UK MiFIR product
governance) is eligible counterparties and professional clients
only (all distribution channels).
This media release is only being distributed to and is only
directed at: (i) persons who are outside the United Kingdom; (ii)
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the “Financial Promotion Order”); (iii) persons falling
within Article 49(2)(a) to (d) of the Order, or (iv) persons to
whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) in connection with
the issue or sale of any Notes may otherwise lawfully be
communicated or caused to be communicated (all such persons
together being referred to as “relevant persons”). This media
release is directed only at relevant persons and must not be acted
on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is
available only to relevant persons and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Notes
will be engaged in only with relevant persons.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230910677284/en/
Investor Relations Olga Levinzon +1 212 389-7733
olga_levinzon@cotyinc.com
Media Antonia Werther +31 621 394495
antonia_werther@cotyinc.com
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