UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2018

Coty Inc.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (212) 389-7300
(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     

o

On March 28, 2018, Coty Inc. (the “Company”) entered into a purchase agreement with the representatives of the several initial purchasers named in Part A of Schedule I thereto (the “Dollar Initial Purchasers”), the representatives of the several initial purchasers named in Part B of Schedule I thereto (the “Euro Initial Purchasers”), and the entities listed on the signature pages thereof as “Guarantors,” relating to the sale by the Company to: (a) the Dollar Initial Purchasers of $550 million aggregate principal amount of the Company’s 6.50% Senior Notes due 2026 and (b) the Euro Initial Purchasers of €550 million aggregate principal amount of the Company’s 4.00% Senior Notes due 2026 and €250 million aggregate principal amount of the Company’s 4.75% Senior Notes due 2023 (collectively, the “Notes”).

The Company intends to use the net proceeds from the offering of the Notes, together with borrowings under a credit agreement governing its proposed new senior secured credit facilities, including its new $3.25 billion revolving credit facility, to be entered into on the date of the issuance of the Notes, to, among other things, repay in full and refinance the indebtedness outstanding under the Company’s existing credit facilities, plus accrued interest, related premiums, fees and expenses in connection therewith. The closing of the offering of the Notes is not contingent on the entrance into the credit agreement governing the Company’s proposed new senior secured credit facilities. Any remaining proceeds will be used for general corporate purposes.

A copy of the press release issued by the Company on March 28, 2018 announcing the pricing of the Notes is included as Exhibit 99.1 hereto and incorporated by reference herein.

Forward Looking Statements

The statements contained in this report include certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including the expected closing of the offering of the Notes, entry into the proposed new senior secured credit facilities and the use of proceeds therefrom. 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:

When used in this report, the term “includes” and “including” means, unless the context otherwise indicates, “including without limitation.” More information about potential risks and uncertainties that could affect the Company’s business and financial results is included under the heading “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2017, its subsequent quarterly reports on Form 10-Q and periodic reports 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 the Company does not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, or changes in future operating results over time or otherwise.

Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance unless expressed as such, and should only be viewed as historical data.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX