Coty Announces Pricing of Cash Tender Offers and Acceptance of $400 Million Outstanding Debt Securities

NEW YORK–(BUSINESS WIRE)–Coty Inc. (NYSE: COTY) announced today the consideration payable in connection with its previously announced series of tender offers to purchase for cash (i) up to $150,000,000 aggregate principal amount of the Company’s 6.500% Senior Notes due 2026, and (ii) up to $250,000,000 aggregate principal amount of the Company’s 5.000% Senior Notes due 2026, for a total aggregate purchase price, excluding accrued and unpaid interest, of approximately $395 million. The Unsecured Notes and the Secured Notes are referred to collectively herein as the “Notes,” such offers to purchase are referred to collectively herein as the “Tender Offers” and each a “Tender Offer,” and the Unsecured Notes Cap and the Secured Notes Cap are referred to collectively as the “Notes Caps” and each a “Notes Cap.”

The table below sets forth, among other things, the Total Consideration (as defined below) for each series of Notes, as calculated at 10:00 a.m., New York City time, today, November 22, 2023 and the applicable proration factor for the Notes. The table below also sets forth the previously disclosed aggregate principal amount of each series of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on November 21, 2023 (the “Early Tender Date”) and accepted for purchase in each tender offer.

The Tender Offers are being made upon the terms and subject to conditions previously described in the Offer to Purchase, dated November 7, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a detailed description of the Tender Offers. The Company refers investors to the Offer to Purchase for the complete terms and conditions of the Tender Offers.

Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date. The Tender Offers for the Notes will expire at 5:00 p.m., New York City time, on December 7, 2023, or any other date and time to which the Company extends the applicable Tender Offer, unless earlier terminated. As previously announced, all conditions were satisfied or waived by the Company at the Early Tender Date. As previously announced, the Company has elected to exercise its right to make payment for Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase on November 30, 2023 (the “Early Settlement Date”). Since the amount of Notes validly tendered and not withdrawn prior to or at the Early Tender Date exceeded the applicable Notes Cap, the Company does not expect to purchase any Notes tendered after the Early Tender Date.

The applicable consideration (the “Total Consideration”) listed in the table above will be paid per $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) prior to the Early Tender Date and accepted for purchase pursuant to each Tender Offer on the Early Settlement Date. The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of each series of Notes accepted for purchase (the “Early Tender Premiums”). Only holders of Notes who validly tendered and did not validly withdraw their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration for Notes accepted for purchase. All holders of Notes accepted for purchase in the Tender Offers 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 Early Settlement Date (“Accrued Interest”).

All Notes accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of the Company.

About Coty Inc.

Founded in Paris in 1904, Coty is one of the world’s largest beauty companies with a portfolio of iconic brands across fragrance, color cosmetics, and skin and body care. Coty serves consumers around the world, selling prestige and mass market products in more than 125 countries and territories. Coty and its brands empower people to express themselves freely, creating their own visions of beauty; and Coty is committed to protecting the planet.