Item 1.01 Entry Into a Material Definitive Agreement.
On June 4, 2021, Coty Inc. (NYSE: COTY) (the “Company” or “Coty”) entered into amendment No. 3 to its existing credit agreement (the “Amendment”). The Amendment, among other things, created a new class of revolving commitments in an aggregate principal amount of $700.0 million, which commitments will mature in April 2025. The effectiveness of such new class of commitments is conditioned upon customary closing conditions, including the reduction of the commitments under the Company’s existing revolving credit facility in an aggregate principal amount no less than $700.0 million on or prior to September 30, 2021. Such amendment did not require the approval of the existing lenders under the existing credit agreement.
The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full and complete text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Certain of the lenders and agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking, commercial banking and other services for the Company and its affiliates, for which they received or will receive customary fees and expenses.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
On June 7, 2021, the Company announced its intention to offer, in a private transaction, up to €500 million in principal amount of senior secured notes (the “Notes”), subject to market and other conditions. A copy of the press release issued by the Company on June 7, 2021 announcing the offering of the Notes is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
This report is neither an offer to purchase nor a solicitation of an offer to sell any securities.
Forward Looking Statements
The statements contained in this report include certain “forward-looking statements” within the meaning of the relevant securities laws, including the Company’s preliminary estimates of its results of operations and its intention to offer the Notes. 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 the Company considers reasonable, but are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual events or results to differ materially from such statements, including (i) the Company’s ability to consummate the offering of the Notes, (ii) the impact of COVID-19 (or future similar events), including demand for the Company’s products, illness, quarantines, government actions, facility closures, store closures or other restrictions in connection with the COVID-19 pandemic, and the extent and duration thereof, the availability and widespread distribution of a safe and effective vaccine, related impact on our ability to meet customer needs and on the ability of third parties on which we rely, including our suppliers, customers, contract manufacturers, distributors, contractors, commercial banks, joint-venture partners, to meet their obligations to us, in particular collections from customers, the extent that government funding and reimbursement programs in connection with COVID-19 are available to us, and the ability to successfully implement measures to respond to such impacts and (iii) the other potential risks and uncertainties that could affect the Company’s business and financial results included under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s latest Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and its subsequent quarterly reports on Form 10-Q and other documents it has filed and may file with the United States Securities and Exchange Commission from time to time. All forward-looking statements made in this report are qualified by these cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of the document in which such statement is made, and
