Coty Inc. Announces Cash Tender Offer for Up to $250 Million Outstanding 5.000% Senior Secured Notes due 2026
Concurrently Announces Full Redemption of 4.750% Senior Notes due 2026
Tender Offer and Redemption Continue Coty’s Deleveraging Agenda
Title of Security |
Security Identifiers |
Principal Amount Outstanding |
Tender Offer Consideration(1)(2) |
Early Tender Premium(1)(2) |
Total Consideration(1)(2)(3) |
5.000% Senior Secured Notes due 2026 |
CUSIPs:
ISINs: US222070AE41 (144A) USU2203CAE13 (Reg S) |
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(1) Per
(2) Does not include Accrued Interest (as defined below), which will also be payable as described below.
(3) Includes the Early Tender Premium (as defined below).
The Tender Offer is being made upon the terms and subject to conditions described in the Offer to Purchase, dated
The Tender Offer will expire at
Subject to the Notes Cap and proration, if applicable, the total consideration for each
In addition to the consideration described above, all holders of Notes accepted for purchase in the Tender Offer 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 applicable settlement date (“Accrued Interest”).
The Company intends to fund the purchase of validly tendered and accepted Notes with available cash on hand and other sources of liquidity. The purpose of the Tender Offer is to purchase a portion of the Notes, subject to the Notes Cap, in order to reduce the Company’s total outstanding public debt consistent with the Company’s previously announced deleveraging strategy.
The Tender Offer will expire on the Expiration Date. Except as set forth below, payment for the Notes that are validly tendered prior to or at the Expiration Date and that are accepted for purchase will be made on a date promptly following the Expiration Date, which is currently anticipated to be
Tendered Notes may be withdrawn prior to or at, but not after,
The Tender Offer is subject to the satisfaction or waiver of certain conditions which are specified in the Offer to Purchase. The Tender Offer is not conditioned on any minimum principal amount of Notes being tendered.
Information Relating to the Tender Offer
The Offer to Purchase is being distributed to holders beginning today.
Attn: Liability Management
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 Offer is 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 manager, 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 Offer. 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 Offer, and, if so, the principal amount of Notes to tender.
Full Redemption of 4.750% Senior Notes due 2026
On
About
Founded in
Cautionary Note 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 Offer, the expected source of funds, and the redemption of the 4.750% 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,” “temporary,” “target,” “aim,” “potential,” “goal” 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 (including Coty’s financial condition, results of operations, cash flow and prospects) to differ materially from such statements, including Coty’s ability to consummate the Tender Offer or the redemption of the 4.750% Notes 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
View source version on businesswire.com: https://www.businesswire.com/news/home/20241106783175/en/
For more information contact:
Investor Relations
olga_levinzon@cotyinc.com
Media
antonia_werther@cotyinc.com
Source: Coty