COTY INC. : Conclusion of a material definitive agreement, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, change of directors or senior management, financial statements and supporting documents (form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

4.750% senior covered bonds due 2029

At November 30, 2021, Coty Inc. (the “Company” or “Coty”), as well as its wholly owned subsidiaries, Prestige HFC Products, Inc. and HFC Prestige International US LLC (the “co-issuers” and collectively with the Company, the “issuers”), has completed its previously announced offer of 4.750% senior secured notes due 2029 for an aggregate principal amount of $ 500 million (the “Notes”) in connection with a private placement.

The Notes are senior secured obligations of the issuers and are secured on a senior secured basis by each of Coty’s subsidiaries (other than the co-issuers) which guarantee, and are secured by first priority liens on the same collateral which secures, Coty’s obligations under its existing senior secured credit facilities and under Coty’s existing senior secured notes (collectively, the “Guarantors”). The Bonds and guarantees are equal in right of payment with all the respective existing and future senior debts of the Issuers and the Guarantors and are effectively pari passu with all the respective existing and future debts of the Issuers and the Guarantors which are guaranteed by a privilege of ranking of the collateral, including existing senior secured credit facilities and existing secured notes, to the extent of the value of such collateral.

The notes and related collateral were offered and sold under a private offering which was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes and related collateral have been offered only to persons reasonably suspected of being qualified institutional purchasers in accordance with Rule 144A of the Securities Act and notwe people outside United States in accordance with Regulation S under the Securities Act. The Notes and related collateral have not been registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the Securities and related collateral may not be offered or sold in United States except pursuant to an exemption or in connection with a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws.

The act

The notes were issued under a trust deed dated November 30, 2021
(the “Deed”), among the Issuers, the Guarantors, Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”) and Guarantee Agent. The Notes will bear interest at 4.750% per annum and will mature on
January 15, 2029. Interest on the Notes will be payable semi-annually in arrears on each January 15th and July 15th, from the July 15, 2022.

The Notes will be redeemable at the option of the Issuers, in whole or in part, at any time on or before January 15, 2025 at 100% of the total principal amount thereof plus a “redemption” premium and accrued and unpaid interest, if any, up to, but excluding, the redemption date.

The redemption price of the Notes redeemed on or after January 15, 2025 will be equal to the redemption prices indicated in the Deed, as well as any accrued and unpaid interest up to the redemption date, but to the exclusion.

In addition, the Issuers may redeem up to 40% of the Bonds using the proceeds of certain share offers entered into before January 15, 2025.

In the event of the occurrence of certain events triggering a change of control concerning a series of Notes, the Issuers will be required to offer to buy back these Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest. , where applicable, on, but excluding, the date of purchase applicable to such tickets.

The Indenture contains covenants that limit the ability of the Company and any
of its restricted subsidiaries (which include the Co-Issuers) to, among other
things:



         •   incur additional indebtedness, guarantee indebtedness or issue
             disqualified stock or, in the case of such subsidiaries, preferred
             stock;

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         •   pay dividends on, repurchase or make distributions in respect of their
             capital stock or make other restricted payments;




  •   make certain investments or acquisitions;




  •   sell, transfer or otherwise convey certain assets;




  •   create liens and enter into sale and leaseback transactions;




         •   enter into agreements restricting certain subsidiaries' ability to pay
             dividends or make other intercompany transfers;




         •   consolidate, merger, sell or otherwise dispose of all or substantially
             all of the assets of the Company and its restricted subsidiaries;




  •   enter into certain transactions with affiliates; and




  •   prepay certain kinds of indebtedness.

The commitments are subject to a number of exceptions and reservations set out in the act. In addition, most of these commitments will be suspended, and the guarantee of each Guarantor will be suspended and the liens on the collateral of each of these Guarantors and the collateral of each Co-Issuer will be terminated, as long as the Notes have credit ratings of. first quality. at least two of the
Moody’s Investors Service, Inc., S&P Global Ratings and Fitch, Inc. and no fault has occurred and is continuing.

The act also provides for the usual events of default.

The foregoing summary of the Indenture is not complete and is qualified in its entirety by reference to the full and complete text of the Indenture and the form of the Notes, copies of which are attached as exhibits. 4.1 and 4.2 to this current report on Form 8 -K and incorporated here by reference.

The refinancing amendment

At November 30, 2021, the Company has entered into a refinancing rider to its existing credit agreement (the “Rider”). The amendment, among others, refinanced all $ 2.75 billion revolving credit commitments and outstanding loans granted under them (the “existing revolver”) with a new tranche of senior guaranteed revolving credit commitments in an aggregate principal amount of $ 2.0 billion (the “new revolver”) with an expiration date of April 5, 2025. Except as described herein (and further described in the amendment), the terms of the new revolver are essentially similar to the terms of the existing revolver.

The above 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 4.5 and incorporated herein by reference. .

Certain of the lenders and agents and their respective affiliates have, from time to time, and may in the future provide various financial and investment advisory, commercial banking and other services for the Company and its affiliates, for which they have received or will collect the usual fees and expenses.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet disposition of a registrant.

The information set out in section 1.01 above is incorporated by reference into this section 2.03.

Item 5.02 Departure of directors or certain officers; Election of directors;

Appointment of certain officers; Compensatory arrangements of some

Officers.

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New compensatory arrangements for the CFO

At November 26, 2021, of the society Compensation and Appointments Committee (the “RNC”) approved a new compensation arrangement for the Chief Financial Officer of the Company, Laurent Mercier. Mr. Mercier has been Coty’s CFO since February 2021.

Under the new agreement, Mr. Mercier shall be entitled to the following compensation and benefits (which have been reflected in an updated letter of offer): (i) an annual base salary in the amount of 560,000 euros effective
January 1, 2022 (an increase from his previous annual base salary of 500,000 euros); (ii) an annual allocation of restricted share units under the Company’s equity and long-term incentive plan (“ELTIP”) of a value equal to 1,350,000 USD
(an increase compared to the annual amount of his previous ELTIP bonus of US $ 650,000); and (iii) an exceptional cash bonus in the amount of 300,000 euros in recognition of that of M. Mercier unpaid contributions relating to the financial activities of the Company since taking office as Chief Financial Officer, payable at the latest November 30, 2021 (the “One-Time Bonus”). Yes Mr. Mercier voluntarily resigns from Coty before the 12th anniversary of the single bonus, Mr. Mercier will be required to reimburse the Company the net amount of the Single Premium. As part of its updated offer letter, Mr. Mercier will no longer have the right to participate in the Company’s Annual Performance Plan (APP), from July 1, 2021 and for all future exercises.

The foregoing descriptions of the updated offer letter are qualified in their entirety by reference to the full text of the updated offer letter, a copy of which will be filed as an attachment to the Company’s quarterly report on the form. 10-Q for the period ended. December 31, 2021.

Article 9.01. Financial statements and supporting documents.

  (d)    Exhibits:




Exhibit
  No.                            Exhibit Title or Description

4.1           Indenture, dated as of November 30, 2021, among Coty Inc., HFC
            Prestige Products, Inc., HFC Prestige International U.S. LLC, the
            guarantors named therein, and Deutsche Bank Trust Company Americas, as
            Trustee, Paying Agent and Collateral Agent

4.2           Form of 4.750% Senior Secured Notes due 2029 (included in Exhibit
            4.1)

4.3           Joinder Agreement No. 2, dated as of November 30, 2021 among
            JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank
            Trust Company Americas as initial other authorized representative, and
            the Company to the First Lien/First Lien Intercreditor Agreement,
            dated as of April 21, 2021, as modified by the Joinder Agreement
            No. 1, dated as of June 16, 2021, among JPMorgan Chase Bank, N.A., as
            credit facility agent, and Deutsche Bank Trust Company Americas, as
            initial other authorized representative

4.4           Pledge and Security Agreement, dated as of November 30, 2021, by and
            among Coty Inc., HFC Prestige Products, Inc., HFC Prestige
            International U.S. LLC, the other grantors from time to time party
            thereto and Deutsche Bank Trust Company Americas, as collateral agent


4.5           Refinancing Amendment, dated as of November 30, 2021, by and among
            Coty Inc., Coty B.V., the other loan parties party thereto, the
            refinancing revolving lenders party thereto, and JPMorgan Chase Bank,
            N.A., as administrative agent

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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