Tender Offers are a Continuation of Coty’s
Deleveraging Agenda
Coty Inc. (NYSE: COTY) (“Coty” or the “Company”) announced today
the early results of its previously announced tender 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.” The Tender Offers are being made pursuant to the terms and
conditions set forth in the Offer to Purchase, dated November 7,
2023 (the “Offer to Purchase). The Company refers investors to the
Offer to Purchase for the complete terms and conditions of the
Tender Offers.
As of 5:00 p.m., New York City time, on November 21, 2023 (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 Offers, the aggregate principal amount of each
series of Notes listed in the table below has been validly tendered
and not validly withdrawn in each Tender Offer.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
Unsecured Tender Offer
6.500% Senior Notes due 2026
CUSIPs: 222070AB0 (144A)
U2203CAA9 (Reg S)
ISINs:
US222070AB02 (144A)
USU2203CAA90 (Reg S)
$473,017,000
$241,182,000
$150,000,000
62%
Secured Tender Offer
5.000% Senior Secured Notes due
2026
CUSIPs: 222070AE4 (144A)
U2203CAE1 (Reg S)
ISINs:
US222070AE41 (144A) USU2203CAE13
(Reg S)
$900,000,000
$523,855,000
$250,000,000
48%
All conditions were satisfied or waived by the Company at the
Early Tender Date. The Company has elected to exercise its right to
make payment for Notes that were validly tendered on or prior to
the Early Tender Date and that are accepted for purchase on
November 30, 2023 (the “Early Settlement Date”).
The Tender Offers for the Notes will continue to 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.
As the aggregate principal amount of the Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Date in
the Tender Offers exceeded the applicable Notes Cap, the Company
will accept for purchase the Notes on a prorated basis. The
applicable 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 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 plus the applicable yield
based on the bid-side price of the applicable U.S. Treasury
Reference Security at 10:00 a.m., New York City time, on November
22, 2023 (the “Price Determination Date”) (excluding Accrued
Interest (as defined below)). The Total Consideration includes an
early tender premium of $30.00 per $1,000 principal amount of each
series of Notes accepted for purchase (the “Early Tender
Premiums”). Each holder who validly tendered and did not validly
withdraw its Notes at or prior to the Early Tender Date and whose
Notes are accepted for purchase will be entitled to receive the
applicable “Total Consideration” which includes the Early Tender
Premiums. 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 Early Settlement Date (“Accrued Interest”).
Promptly after the Price Determination Date, the Company will
issue a press release specifying, among other things, the Total
Consideration for each series of Notes.
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 Offers
The complete terms and conditions of the Tender Offers are set
forth in the Offer to Purchase. 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/20231121225712/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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