0001140361-20-013688.txt : 20200612 0001140361-20-013688.hdr.sgml : 20200612 20200612165018 ACCESSION NUMBER: 0001140361-20-013688 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200602 FILED AS OF DATE: 20200612 DATE AS OF CHANGE: 20200612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Rainbow Aggregator L.P. CENTRAL INDEX KEY: 0001813405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 20960807 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Rainbow Aggregator GP LLC CENTRAL INDEX KEY: 0001813396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 20960808 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR European Fund V (USD) SCSp CENTRAL INDEX KEY: 0001755734 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 20960809 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Associates Europe V SCSp CENTRAL INDEX KEY: 0001813358 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 20960810 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Europe V S.a r.l. CENTRAL INDEX KEY: 0001813365 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 20960811 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Europe V Holdings Ltd CENTRAL INDEX KEY: 0001813351 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35964 FILM NUMBER: 20960812 BUSINESS ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. STREET 2: 9 WEST 57TH STREET, SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COTY INC. CENTRAL INDEX KEY: 0001024305 STANDARD INDUSTRIAL CLASSIFICATION: PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS [2844] IRS NUMBER: 133823358 FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 350 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10118 BUSINESS PHONE: 212-389-7300 MAIL ADDRESS: STREET 1: 350 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10118 FORMER COMPANY: FORMER CONFORMED NAME: COTY INC / DATE OF NAME CHANGE: 19961004 3 1 form3.xml FORM 3 X0206 3 2020-06-02 0 0001024305 COTY INC. COTY 0001813405 KKR Rainbow Aggregator L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001813396 KKR Rainbow Aggregator GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001755734 KKR European Fund V (USD) SCSp C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001813358 KKR Associates Europe V SCSp C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001813365 KKR Europe V S.a r.l. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true 0001813351 KKR Europe V Holdings Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 true Series B Preferred Stock 6.24 Class A Common Stock 160256400 I See footnotes The Series B Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock") of Coty Inc. (the "Issuer") is convertible into shares of Class A common stock, par value of $0.01 per share, of the Issuer (the "Class A Common Stock") at any time at the option of the holder thereof and has no stated maturity. The Series B Preferred Stock will remain outstanding indefinitely unless converted, repurchased or redeemed by the Issuer. The Issuer may mandatorily convert any or all of the Series B Preferred Stock into Class A Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met. Series B Preferred Stock is convertible into (i) a number of shares of Class A Common Stock equal to the quotient of (A) the sum of the liquidation preference and any accrued dividends with respect to such share of Series B Preferred Stock as of the applicable conversion date divided by (B) the conversion price as of the applicable conversion date plus (ii) cash in lieu of fractional shares, subject to any limitations imposed by the change of control provision under New York Stock Exchange Rule 312.03(d) unless the Issuer has obtained prior stockholder approval, and if such approval has not been obtained, the Issuer will deliver cash in lieu of any shares of Class A Common Stock not deliverable. The initial conversion price is a dollar amount equal to $1,000 divided by the initial conversion rate of 160.2564, or approximately $6.24 per share, and is subject to certain anti-dilution adjustments. The 1,000,000 shares of Series B Preferred Stock reported herein have an initial liquidation preference of $1,000.00 per share. The Series B Preferred Stock has a dividend rate of 9.0% per annum, accruing daily and payable quarterly in arrears, which shall increase by 1.0% on the seven year anniversary of the issuance date and shall increase by an additional 1.0% on each subsequent anniversary up to a maximum of 12.0%, which dividends will be payable in cash, by increasing the amount of accrued dividends with respect to a share of Series B Preferred Stock, or any combination thereof, at the sole discretion of the Issuer. The securities reported herein are held by KKR Rainbow Aggregator L.P. KKR Rainbow Aggregator GP LLC is the general partner of KKR Rainbow Aggregator L.P. KKR European Fund V (USD) SCSp is the sole member of KKR Rainbow Aggregator GP LLC. KKR Associates Europe V SCSp is the general partner of KKR European Fund V (USD) SCSp. KKR Europe V S.a r.l. is the general partner of KKR Associates Europe V SCSp. KKR Europe V Holdings Limited is the sole shareholder of KKR Europe V S.a r.l. KKR Group Partnership L.P. is the sole member of KKR Europe V Holdings Limited. KKR Group Holdings Corp. is the general partner of KKR Group Partnership L.P. KKR & Co. Inc. is the sole shareholder of KKR Group Holdings Corp. KKR Management LLP is the Series I preferred stockholder of KKR & Co. Inc. Messrs. Henry R. Kravis and George R. Roberts are the founding partners of KKR Management LLP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, certain affiliates of the Reporting Persons have filed a separate Form 3.Exhibit List: Exhibit 24 - Power of Attorney KKR RAINBOW AGGREGATOR L.P. By: KKR Rainbow Aggregator GP LLC, its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Assistant Treasurer 2020-06-12 KKR RAINBOW AGGREGATOR GP LLC By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Assistant Treasurer 2020-06-12 KKR EUROPEAN FUND V (USD) SCSP By: KKR Associates Europe V SCSp, its general partner, By: KKR Europe V S.a r.l., its general partner, By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 2020-06-12 KKR ASSOCIATES EUROPE V SCSP By: By: KKR Europe V S.a r.l., its general partner By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 2020-06-12 KKR EUROPE V S.A R.L. By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Attorney-in-fact 2020-06-12 KKR EUROPE V HOLDINGS LIMITED By: /s/ Terence P. Gallagher Name: Terence P. Gallagher Title: Vice President 2020-06-12 EX-24 2 ex24.htm EXHIBIT24
Exhibit 24

POWER OF ATTORNEY

Each of the undersigned (each, a “Company”),

KKR Europe V S.à r.l., a société à responsabilité limitée governed by the laws of Grand Duchy of Luxembourg, having its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-219823 acting, where relevant, in its own name as well as in its capacity as general partner of;

KKR Associates Europe V SCSp a société en commandite spéciale governed by the laws of Grand Duchy of Luxembourg, having its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-219915 acting, where relevant, in its own name as well as in its capacity as general partner of;

KKR European Fund V (USD) SCSp a société en commandite spéciale governed by the laws of Grand Duchy of Luxembourg, having its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-219961; and

KKR European Fund V (EUR) SCSp, a société en commandite spéciale governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue Edward Steichen, L-2540 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B-219936;

does hereby make, constitute and appoint Terence Gallagher, Class A manager of KKR Europe V S.à r.l., as a true and lawful attorney-in-fact of each of the Companies (the “Attorney”) with full powers of substitution, for and in the name, place and stead of the Company (both in its own name as well as its capacity as a manager or general partner of other Company), to execute and deliver such forms, schedules, statements and other documents as may be required to be filed from time to time with the U.S. Securities and Exchange Commission with respect to (i) Sections 13(d), 13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and Form 5 and (ii) any applications for EDGAR access codes, including without limitation the Form ID.

Should the Attorney cease to be manager of KKR Europe V S.à r.l., or ceases to be employed by any affiliate of KKR Europe V S.à r.l., the powers granted to such Attorney under this power of attorney will be automatically revoked.

Date: May 25, 2020

KKR EUROPEAN FUND V (USD) SCSP
KKR EUROPEAN FUND V (EUR) SCSP
By: KKR Associates Europe V SCSp, its general partner
By: KKR Associates Europe V SCSp, its general partner
By: KKR Europe V S.à r.l., its general partner
By: KKR Europe V S.à r.l., its general partner
   
/s/ Jason Carss   /s/ Jason Carss  
Name: Jason Carss
Name: Jason Carss
Title: Class A manager
Title: Class A manager
   
/s/ Thomas Weber   /s/ Thomas Weber
 
Name: Thomas Weber
Name: Thomas Weber
Title: Class B manager
Title: Class B manager

KKR ASSOCIATES EUROPE V SCSP KKR EUROPE V S.À R.L.
By: KKR Europe V S.à r.l., its general partner

   
/s/ Jason Carss
   /s/ Jason Carss  
Name: Jason Carss
Name: Jason Carss
Title: Class A manager
Title: Class A manager
   
/s/ Thomas Weber  
/s/ Thomas Weber
  
Name: Thomas Weber
Name: Thomas Weber
Title: Class B manager
Title: Class B manager