Form 8-K COTY INC. For: 07 June
COTY INC. SENIOR SECURED TICKETS OFFER
NEW YORK ?? (BUSINESS WIRE) ?? June 7, 2021 ?? Coty Inc. (NYSE: COTY) (?? Coty ??) today announced its intention to offer, in a private transaction, up to ?? 500 million total principal amount of guaranteed notes ranking (the “Notes”), subject to market and customary conditions. Interest rates and other key terms of the offer will be determined at the time of pricing.
The Notes will be senior secured obligations of Coty and will be secured on a senior secured basis by each of Coty’s subsidiaries and will be secured by first priority liens on the same security which secures Coty’s obligations under its existing senior guarantees. existing credit facilities and secured notes. Notes and guarantees will be equal in right of payment with all Coty ?? s and guarantors ?? current and future senior debt respectively and will be pari passu with all Coty ?? s and guarantors ?? respective existing and future indebtedness which is secured by a first lien on the collateral, including existing senior secured credit facilities, up to the value of such collateral.
Coty intends to use the net proceeds of the Offering to repay a portion of its outstanding term loans under its existing credit facilities and to pay related premiums, fees and expenses.
The Notes and related collateral have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act ??), or any applicable domestic or foreign securities law, and will be offered only to persons reasonably suspected of being qualified institutional buyers under Rule 144A, and to persons located outside the United States in accordance with Regulation S under the Securities Act. Unless so registered, the Securities and associated collateral may not be offered or sold in the United States except as an exemption from the registration requirements of the Securities Act and securities laws of the United States. Applicable states.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor any sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification. . under the securities laws of such jurisdiction.
Caution regarding forward-looking statements: The statements contained in this press release include certain “forward-looking statements”. within the meaning of securities laws. These forward-looking statements reflect Coty’s current views regarding, among other things, Coty’s offering of the Notes and the use of proceeds therefrom. These forward-looking statements are generally identified by words or phrases, such as ?? anticipate, ?? ?? come on, ??? ??estimate,?? ??plan,?? ??project,?? ??expect,?? ??believe,?? ?? the intention, ??? ??provide,?? ??provide,?? ??will,?? ??may,?? ?? should, ?? ?? outlook, ?? ?? Carry on, ?? ??target,?? ??goal,?? ??potential?? and similar words or phrases. These statements are based on certain assumptions and estimates that Coty considers reasonable and do not constitute 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 those statements, including Coty’s ability to complete the offering of the Notes and other factors identified in “Risk Factors”? included in Coty’s annual report on form 10-K for the fiscal year ended June 30, 2020 and subsequent quarterly reports 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 undertakes no obligation, other than as required by law, to update or revise any forward-looking statements or cautionary statements. to reflect changes in assumptions. , the occurrence of events, unforeseen or not, or changes in future operating results over time or not.
The Bonds are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to a retail investor in the European Economic Area. For these