Coty Inc. (NYSE: COTY) (“Coty”) today announced the pricing of its previously-announced registered public secondary offering of 50,000,088 shares of Coty’s outstanding Class A common stock by KKR Rainbow Aggregator L.P. (“KKR”), at a price to the public of $8.53 per share. Shares of Class A common stock sold in the offering will be initially issued to KKR upon conversion of 285,576 shares of Coty’s Series B Convertible Preferred Stock held by KKR. Upon completion of the offering, KKR will retain 568,367 shares of Coty’s Series B Convertible Preferred Stock representing approximately 10.9% of Coty’s outstanding Class A common stock on an as-converted basis. The offering is expected to close on September 10, 2021, subject to customary closing conditions.
Morgan Stanley is acting as the underwriter for the proposed offering.
The offering is being made only by means of an effective registration statement and a prospectus. Copies of the prospectus supplement (when available) and the accompanying prospectus relating to the offering may be obtained from: Morgan Stanley & Co. LLC at 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department. Copies of the prospectus supplement (when available) and the related prospectus may also be obtained free of charge from the website of the U.S. Securities and Exchange Commission (the “SEC”) at http://www.sec.gov.
Coty has previously filed with the SEC a registration statement (including a prospectus) on Form S-3 (File No. 333-248444), dated August 27, 2020, and will file a prospectus supplement pursuant to the requirements of the SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement (when available) and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. Copies of the registration statement and prospectus supplement (when available) can be accessed through the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Coty Inc.
Coty is one of the world’s largest beauty companies with an iconic portfolio of brands across fragrance, color cosmetics, and skin and body care. Coty is the global leader in fragrance, and number three in color cosmetics. Coty’s products are sold in over 130 countries around the world. Coty and its brands are committed to a range of social causes as well as seeking to minimize its impact on the environment.
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, KKR’s offering of Coty’s Class A common stock. 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 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 to differ materially from such statements, including KKR’s ability to consummate the offering and other factors identified in “Risk Factors” included in Coty’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 and subsequent quarterly reports on Form 10-Q and other filings with the SEC. All forward-looking statements made in this press release are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this press release, and Coty 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.