Article 1.01. The conclusion of an important definitive agreement.
4.750% senior covered bonds due 2029
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 not
The notes were issued under a trust deed dated
(the “Deed”), among the Issuers, the Guarantors,
The Notes will be redeemable at the option of the Issuers, in whole or in part, at any time on or before
The redemption price of the Notes redeemed on or after
In addition, the Issuers may redeem up to 40% of the Bonds using the proceeds of certain share offers entered into before
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;
• 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
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
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
New compensatory arrangements for the CFO
Under the new agreement,
(an increase compared to the annual amount of his previous ELTIP bonus of
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.
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, 2021among JPMorgan Chase Bank, N.A., as credit facility agent, Deutsche Bank Trust Company Americasas 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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