UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2023 (
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The Refinancing Amendment
On July 11, 2023, the Company entered into a refinancing amendment to its existing credit agreement (the “Amendment”). The Amendment, among other things, (i) refinanced all of the existing $2.00 billion of revolving credit commitments and the outstanding loans made pursuant thereto (the “Existing Revolver”) with two new tranches of senior secured revolving credit commitments, one in an aggregate principal amount of $1,670 million available in dollars and certain other currencies and the other in an aggregate principal amount of €300 million available in euros (the “New Revolving Facility”), (ii) provides that the maturity date of the New Revolving Facility will occur in July 2028, (iii) provides for a credit spread adjustment of 0.10% for all interest periods, with respect to SOFR loans made pursuant to the New Revolving Facility, (iv) added Fitch as a relevant rating agency for purposes of the collateral release provisions and determining the interest rates and fees applicable to the New Revolving Facility and (v) provides that certain covenants will cease to apply during a collateral release period. Other than as described herein (and more fully described in the Amendment), the terms of the New Revolving Facility are substantially similar to the terms of the Existing Revolver. The Amendment shall become effective on July 14, 2023.
The foregoing 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 4.1 and incorporated herein by reference.
Certain of the lenders and agents and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking, commercial banking and other services for the Company and its affiliates, for which they received or will receive customary fees and expenses.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 8.01. | Other Events |
On July 14, 2023, the Company issued a press release announcing the Amendment (the “Press Release”). A copy of the Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the Press Release is also available on the Company’s website at www.investors.coty.com, under the “Investor News” tab.
The information disclosed under this Item 8.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit Title or Description | |
| 4.1 | Amendment No. 6 (Refinancing Amendment), dated as of July 11, 2023, 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 | |
| 99.1 | Press release announcing refinancing amendment, dated July 14, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 14, 2023 | COTY INC. | |||||
| By: | /s/ Hemant Gandhi | |||||
| Hemant Gandhi | ||||||
| Senior Vice President, Treasury | ||||||