Tender Offers are a Continuation of Coty’s
Deleveraging Agenda
Coty Inc. (NYSE: COTY) (“Coty” or the “Company”) announced today
the consideration payable in connection with its previously
announced series of 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”), for a total aggregate purchase price,
excluding accrued and unpaid interest, of approximately $395
million. 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 table below sets forth, among other things, the Total
Consideration (as defined below) for each series of Notes, as
calculated at 10:00 a.m., New York City time, today, November 22,
2023 and the applicable proration factor for the Notes. The table
below also sets forth the previously disclosed aggregate principal
amount of each series of Notes validly tendered and not validly
withdrawn as of 5:00 p.m., New York City time, on November 21, 2023
(the “Early Tender Date”) and accepted for purchase in each tender
offer.
Title of Security
Security Identifiers
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page(1)
Fixed Spread
(basis points)
Reference Yield
Total
Consideration(2)(3)
Unsecured Tender Offer
6.500% Senior Notes due 2026
CUSIPs: 222070AB0 (144A)
U2203CAA9 (Reg S)
ISINs:
US222070AB02 (144A)
USU2203CAA90 (Reg S)
$473,017,000
3.750% UST due 4/15/2026 (CUSIP:
91282CGV7)
PX5
140 bps
4.734%
$1,007.88
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
3.750% UST due 4/15/2026 (CUSIP:
91282CGV7)
PX5
140 bps
4.734%
$975.22
(1)
The applicable page on Bloomberg from
which the Dealer Managers quoted the bid side price of the U.S.
Treasury Security.
(2)
Per $1,000 principal amount of Notes
validly tendered on or prior to the Early Tender Date and accepted
for purchase by the Company. Inclusive of the Early Tender Premiums
(as defined below).
(3)
Does not include Accrued Interest (as
defined below), which will also be payable as described below.
The Tender Offers are being made upon the terms and subject to
conditions previously 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 refers investors to
the Offer to Purchase for the complete terms and conditions of the
Tender Offers.
Withdrawal rights for the Notes expired at 5:00 p.m., New York
City time, on the Early Tender Date. 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, unless earlier terminated. As previously
announced, all conditions were satisfied or waived by the Company
at the Early Tender Date. As previously announced, the Company has
elected to exercise its right to make payment for Notes that were
validly tendered prior to or at the Early Tender Date and that are
accepted for purchase on November 30, 2023 (the “Early Settlement
Date”). Since the amount of Notes validly tendered and not
withdrawn prior to or at the Early Tender Date exceeded the
applicable Notes Cap, the Company does not expect to purchase any
Notes tendered after the Early Tender Date.
The applicable consideration (the “Total Consideration”) listed
in the table above will be paid per $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 on the Early Settlement Date. 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”). Only holders of Notes who validly tendered and
did not validly withdraw their Notes prior to or at the Early
Tender Date are eligible to receive the applicable Total
Consideration for Notes accepted for purchase. 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”).
All Notes accepted for purchase will be retired and cancelled
and will no longer remain outstanding obligations of the
Company.
Information Relating to the Tender Offers
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/20231122042264/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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