Tender Offer Increased to $300 Million and
Fully Subscribed
Tender Offer is a Continuation of Coty’s
Deleveraging Agenda
Coty Inc. (NYSE:COTY) (Paris:COTY) (“Coty” or the “Company”)
announced today the early results of its previously announced
tender offer to purchase for cash up to $300,000,000 aggregate
principal amount (the “Notes Cap”) (reflecting a $50,000,000
increase from the previously announced cap of $250,000,000) of its
outstanding 5.000% Senior Secured Notes due 2026 (the “Notes”).
Such offer to purchase is referred to herein as the “Tender Offer.”
The Tender Offer is being made pursuant to the terms and conditions
set forth in the Offer to Purchase, dated November 6, 2024 (the
“Offer to Purchase”). The Company refers investors to the Offer to
Purchase for the complete terms and conditions of the Tender
Offer.
As of 5:00 p.m., New York City time, on November 20, 2024 (such
date and time, the “Early Tender Date”), according to information
provided by D.F. King & Co., Inc., the tender and information
agent for the Tender Offer, the aggregate principal amount of the
Notes listed in the table below has been validly tendered and not
validly withdrawn in the Tender Offer. Withdrawal rights for the
Notes expired at 5:00 p.m., New York City time, on the Early Tender
Date.
Title of Security
Security Identifiers
Principal Amount
Outstanding
Principal Amount Tendered at
Early Tender Date
Principal Amount
Accepted
Approximate Proration
Factor
Total
Consideration(1)(2)(3)
5.000% Senior Secured Notes due
2026
CUSIPs:
222070AE4 (144A)
U2203CAE1 (Reg S)
ISINs:
US222070AE41 (144A)
USU2203CAE13 (Reg S)
$650,000,000
$476,131,000
$300,000,000
63%
$1,000.00
(1)
Per $1,000 principal amount of Notes
validly tendered on or prior to the Early Tender Date 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 will continue to 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, the “Expiration Date”), unless earlier terminated. The
Company has elected not to exercise its option to have an early
settlement date for the Tender Offer at this time. Payment for the
Notes that were validly tendered (and not validly withdrawn) at or
prior to the Early Tender 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 (such date, the “Final
Settlement Date”).
As the aggregate principal amount of the Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Date
exceeded the Notes Cap, the Company will accept for purchase the
Notes on a prorated basis, and the Company will not accept for
purchase any additional Notes tendered after the Early Tender Date.
The consideration (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 $1,000.00 (excluding Accrued
Interest). The Total Consideration includes an early tender premium
of $30.00 per $1,000 principal amount of Notes accepted for
purchase (the “Early Tender Premium”).
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 Final 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.
Information Relating to the Tender Offer
The complete terms and conditions of the Tender Offer are set
forth in the Offer to Purchase. 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 the 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.
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 and
the expected source of funds. 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 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/20241120720688/en/
For more information: 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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