| Item 7.01. | Regulation FD Disclosure. |
On May 1, 2019, the Company issued a press release regarding the final proration of the Offer, the Closing and effectiveness of the Stockholders Agreement (as such terms are defined below). A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form8-K.
The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
As previously disclosed, on February 13, 2019, Cottage Holdco B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Offeror”) and a wholly-owned subsidiary of JAB Cosmetics B.V. (“Parent”), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, and an indirect subsidiary of Lucresca SE and Agnaten SE and a direct subsidiary of JAB Holdings B.V., commenced a tender offer to purchase up to 150,000,000 of the outstanding shares of Class A Common Stock, par value $0.01 per share (each, a “Share”) of Coty Inc., a Delaware corporation (the “Company”), at a purchase price of $11.65 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 13, 2019, as amended (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”).
Offeror has informed the Company of the following:
| | • | | As previously announced, the Offer expired at 5:00 P.M., New York City time, on April 26, 2019 (the “Expiration Date”), as scheduled, and was not further extended. All conditions to the Offer having been satisfied or waived by Offeror, on April 30, 2019, Offeror accepted for payment 150,000,000 Shares validly tendered and not properly withdrawn pursuant to the Offer on or prior to the Expiration Date, for aggregate consideration of approximately $1,747.5 million (the “Closing”). Prior to the Closing, Offeror and its affiliates beneficially owned 300,908,041 Shares, representing approximately 40% of the issued and outstanding Shares of the Company. Immediately following the Closing, Offeror and its affiliates beneficially own 450,908,041 Shares, representing approximately 60% of the issued and outstanding Shares of the Company. Including Shares delivered pursuant to notices of guaranteed delivery, the total number of Shares validly tendered into the Offer and timely delivered was 336,614,903. Because the Offer was oversubscribed, the number of Shares purchased from each tendering stockholder was prorated to limit the aggregate number of Shares purchased to 150,000,000, with the final proration factor for the tender offer being 44.56%. Further information regarding the proration results and other information regarding the Closing should be obtained from Offeror. |
| | • | | To finance the purchase of Shares pursuant to the Offer, Offeror entered into a Loan and Security Agreement, dated April 30, 2019 (the “Credit Agreement”), by and among Offeror, as borrower, HSBC Bank plc, as the Administrative Agent, and HSBC Corporate Trustee Company (UK) Limited, as the Collateral Agent, and certain lenders party thereto, pursuant to which Offeror obtained a term loan credit facility in an aggregate principal amount of $1,770,000,000 and a revolving credit facility in an aggregate amount at any time outstanding of up to $150,000,000 (the revolving loan credit facility and the term loan credit facility are referred to collectively as the “Facilities”), the proceeds of which were used for the purposes of (i) funding the purchase of Shares pursuant to the Offer and (ii) paying certain fees, costs and expenses related to the Offer. The loans under the Facilities are secured by substantially all of Offeror’s assets, including all of the Shares now owned or later acquired by Offeror. |
