Tender Offer is a Continuation of Coty’s
Deleveraging Agenda
Coty Inc. (NYSE: COTY) (“Coty” or the “Company”) today announced
its offers to purchase for cash (i) up to $150,000,000 aggregate
principal amount (the “Unsecured Notes Cap”) of the Company’s
6.500% Senior Notes due 2026 (the “Unsecured Notes”), and (ii) up
to $250,000,000 aggregate principal amount (the “Secured Notes
Cap”) of the Company’s 5.000% Senior Notes due 2026 (the “Secured
Notes”). The Unsecured Notes and the Secured 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 Unsecured Notes Cap and the Secured Notes
Cap are referred to collectively as the “Notes Caps” and each a
“Notes Cap.”
Title of Security
Security Identifiers
Principal Amount
Outstanding
Early Tender
Premium(1)(2)
U.S. Treasury Reference
Security
Bloomberg Reference
Page(3)
Fixed Spread (basis
points)
Unsecured Tender Offer
6.500% Senior Notes due 2026
CUSIPs: 222070AB0 U2203CAA9
ISINs: US222070AB02 (144A)
USU2203CAA90 (Reg S)
$473,017,000
$30.00
3.750% UST due 4/15/2026 (CUSIP:
91282CGV7)
PX5
140 bps
Secured Tender Offer
5.000% Senior Secured Notes due
2026
CUSIPs: 222070AE4 U2203CAE1
ISINs: US222070AE41 (144A)
USU2203CAE13 (Reg S)
$900,000,000
$30.00
3.750% UST due 4/15/2026 (CUSIP:
91282CGV7)
PX5
140 bps
(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)
The applicable page on Bloomberg from which the Dealer Managers
will quote the bid side price of the U.S. Treasury Security.
The Tender Offers are being made upon the terms and subject to
conditions described in the Offer to Purchase, dated November 7,
2023 (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 5:00 p.m., New
York City time, on December 7, 2023, 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 21, 2023 (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).
Subject to the Notes Caps 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 each Tender Offer
will be calculated in the manner described in the Offer to Purchase
by reference to the applicable Fixed Spread for such Notes
specified in the table above plus the applicable yield based on the
bid-side price of the applicable U.S. Treasury Reference Security
specified in the table above at 10:00 a.m., New York City time, on
November 22, 2023 (excluding Accrued Interest (as defined below)
with respect to each series of Notes, the “Total Consideration”).
The Total Consideration includes an applicable early tender premium
per $1,000 principal amount of Notes accepted for purchase as set
forth in the table above (with respect to each series of Notes, 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 (with respect to each series of Notes, the “Tender
Offer Consideration”).
In addition to the consideration described 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”).
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 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 consistent with the
Company’s previously announced deleveraging strategy.
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 12,
2023, the third 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
30, 2023, 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 21, 2023.
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. BofA Securities, Inc. and J.P. Morgan Securities LLC 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
BofA Securities, Inc. 620 South
Tryon Street, 20th Floor Charlotte, North Carolina 28255 Attn: Debt
Advisory Toll-Free: +1 (888) 292-0070 U.S.: +1 (980) 683-5454
Collect: +1 (980) 388-4370 Email: debt_advisory@bofa.com
J.P. Morgan Securities LLC 383
Madison Avenue New York, New York 10179 United States U.S.
Toll-Free: +1 (866) 834-4666; U.S. Telephone: +1 212 834 4818
D.F. King & Co., Inc. 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 D.F. King & Co., Inc. by any of the
following means: by telephone at +1 (800) 290-6424 (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 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.
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 Notes 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 Offers 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,” “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, 2023
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231107873079/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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