Concurrently Announces Full Redemption of
4.750% Senior Notes due 2026
Tender Offer and Redemption Continue Coty’s
Deleveraging Agenda
Regulatory News:
Coty Inc. (NYSE: COTY) (Paris:COTY) (“Coty” or the “Company”)
today announced its offer to purchase for cash up to $250,000,000
aggregate principal amount (subject to increase) (the “Notes Cap”)
of its outstanding 5.000% Senior Secured Notes due 2026 (the
“Notes”). Such offer to purchase is referred to herein as the
“Tender Offer.”
Title of Security
Security Identifiers
Principal Amount
Outstanding
Tender Offer
Consideration(1)(2)
Early
Tender
Premium(1)(2)
Total
Consideration(1)(2)(3)
5.000% Senior Secured Notes due
2026
CUSIPs: 222070AE4 U2203CAE1
ISINs:
US222070AE41 (144A) USU2203CAE13
(Reg S)
$650,000,000
$970.00
$30.00
$1,000.00
(1) Per $1,000 principal amount of Notes validly tendered on or
prior to the Early Tender Date (as defined below) and accepted for
purchase by the Company. (2) Does not include Accrued Interest (as
defined below), which will also be payable as described below. (3)
Includes the Early Tender Premium (as defined below).
The Tender Offer is being made upon the terms and subject to
conditions described in the Offer to Purchase, dated November 6,
2024 (as it may be amended or supplemented from time to time, the
“Offer to Purchase”), which sets forth a detailed description of
the Tender Offer. The Company reserves the right, but is under no
obligation, to increase or decrease the Notes Cap in its sole
discretion at any time without extending or reinstating withdrawal
rights, subject to compliance with applicable law.
The Tender Offer will expire at 5:00 p.m., New York City time,
on December 6, 2024, or any other date and time to which the
Company extends the Tender Offer (such date and time, as it may be
extended with respect to the 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 20, 2024 (such date and time, as it may be
extended with respect to the Tender Offer, the “Early Tender
Date”), and the holder’s Notes must be accepted for purchase, to be
eligible to receive the Total Consideration (as defined below). If
a holder validly tenders Notes after the Early Tender Date but
prior to or at the Expiration Date, and the holder’s Notes are
accepted for purchase, the holder will only be eligible to receive
the Tender Offer Consideration (as defined below).
Subject to the Notes Cap and proration, if applicable, the total
consideration for each $1,000 principal amount of the Notes validly
tendered (and not validly withdrawn) prior to the Early Tender Date
and accepted for purchase pursuant to the Tender Offer will be as
set forth in the table above (excluding Accrued Interest (as
defined below), the “Total Consideration”). The Total Consideration
includes an early tender premium per $1,000 principal amount of
Notes accepted for purchase as set forth in the table above (the
“Early Tender Premium”). Notes validly tendered after the Early
Tender Date but prior to the Expiration Date and accepted for
purchase will receive the Total Consideration minus the Early
Tender Premium (the “Tender Offer Consideration”).
In addition to the consideration described above, all holders of
Notes accepted for purchase in the Tender Offer 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”).
The Company intends to fund the purchase of validly tendered and
accepted Notes with available cash on hand and other sources of
liquidity. The purpose of the Tender Offer is to purchase a portion
of the Notes, subject to the Notes Cap, in order to reduce the
Company’s total outstanding public debt consistent with the
Company’s previously announced deleveraging strategy.
The Tender Offer will expire on the 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 10, 2024, 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 22, 2024,
provided that the conditions to the satisfaction of the 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 20, 2024.
The Tender Offer is subject to the satisfaction or waiver of
certain conditions which are specified in the Offer to Purchase.
The Tender Offer is not conditioned on any minimum principal amount
of Notes being tendered.
Information Relating to the Tender Offer
The Offer to Purchase is being distributed to holders beginning
today. MUFG Securities Americas Inc. is serving as Dealer Manager
in connection with the Tender Offer. Investors with questions
regarding the terms and conditions of the Tender Offer may contact
the dealer manager as follows:
MUFG Securities Americas Inc. 1221 Avenue of
the Americas, 6th Floor New York, New York 10020 Attn: Liability
Management U.S.: +1 (212) 405-7481 U.S. Toll-Free: +1 (877)
744-4532
D.F. King & Co., Inc. is the Tender and Information Agent
for the Tender Offer. Any questions regarding procedures for
tendering Notes or request for copies of the Offer to Purchase
should be directed to D.F. King & Co., Inc. by any of the
following means: by telephone at +1 (800) 714-3306 (toll-free) or
+1 (212) 269-5550 (collect) or by email at coty@dfking.com.
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 Offer is 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
manager, 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 Offer.
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
Offer, and, if so, the principal amount of Notes to tender.
Full Redemption of 4.750% Senior Notes due 2026
On November 6, 2024, the Company issued a notice of full
redemption for the €180.3 million outstanding aggregate principal
amount of its 4.750% Senior Notes due 2026 (the “4.750% Notes”).
The 4.750% Notes will be redeemed in full on December 6, 2024 (the
“Redemption Date”), at a redemption price equal to 100% of the
principal amount of the 4.750% Notes to be redeemed, plus accrued
and unpaid interest thereon to, but excluding, the Redemption Date.
The Tender Offer is not conditioned on the completion of the
redemption of the 4.750% Notes.
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 its
brands empower people to express themselves freely, creating their
own visions of beauty; and Coty is 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 proposed Tender Offer, the
expected source of funds, and the redemption of the 4.750% Notes.
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 (including Coty’s financial
condition, results of operations, cash flow and prospects) to
differ materially from such statements, including Coty’s ability to
consummate the Tender Offer or the redemption of the 4.750% Notes
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, 2024 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/20241106783175/en/
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
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