Coty Inc. (NYSE:COTY) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
On November 21, 2016, Coty Inc. (the Company) completed its
previously announced acquisition of ghd (ghd), a premium brand in
high-end hair styling and appliances for approximately 430
million (approximately $530 million) (the Transaction). As
previously disclosed, the purchase price reflects certain
adjustments, primarily driven by higher net working capital
balances and certain transaction and other costs.
previously announced acquisition of ghd (ghd), a premium brand in
high-end hair styling and appliances for approximately 430
million (approximately $530 million) (the Transaction). As
previously disclosed, the purchase price reflects certain
adjustments, primarily driven by higher net working capital
balances and certain transaction and other costs.
As previously announced, the Company entered into a Sale and
Purchase Agreement for the purchase of ghd, dated as of October
17, 2016 (the SPA), with the management sellers named therein
(the Management Sellers), Gloria Coinvest 1 L.P. (Coinvest 1),
Lion Capital Fund III L.P. (Lion), Lion Capital Fund III SBS L.P.
(Lion SBS), Lion Capital Fund III (USD) L.P. (Lion Capital), Lion
Capital Fund III SBS (USD) L.P. (Lion Capital SBS, and along with
Lion, Lion SBS and Lion Capital, the Lion Sellers), Ghd Nominees
Limited (GHD), and certain other former employee sellers named in
the SPA (the Other Sellers and, together with the Management
Sellers and Lion Sellers, the Sellers). The Transaction closed on
November 21, 2016. Following the closing of the Transaction, the
Company owns all of the issued shares in Lion/Gloria TopCo
Limited, a private limited company organized under the laws of
Jersey.
Purchase Agreement for the purchase of ghd, dated as of October
17, 2016 (the SPA), with the management sellers named therein
(the Management Sellers), Gloria Coinvest 1 L.P. (Coinvest 1),
Lion Capital Fund III L.P. (Lion), Lion Capital Fund III SBS L.P.
(Lion SBS), Lion Capital Fund III (USD) L.P. (Lion Capital), Lion
Capital Fund III SBS (USD) L.P. (Lion Capital SBS, and along with
Lion, Lion SBS and Lion Capital, the Lion Sellers), Ghd Nominees
Limited (GHD), and certain other former employee sellers named in
the SPA (the Other Sellers and, together with the Management
Sellers and Lion Sellers, the Sellers). The Transaction closed on
November 21, 2016. Following the closing of the Transaction, the
Company owns all of the issued shares in Lion/Gloria TopCo
Limited, a private limited company organized under the laws of
Jersey.
The summary set forth above does not purport to be complete and
is qualified in its entirety by reference to the full text of the
SPA, a copy of which was filed as Exhibit 2.1 to the Companys
Current Report on Form 8-K filed on October 17, 2016 and which is
incorporated herein by reference.
is qualified in its entirety by reference to the full text of the
SPA, a copy of which was filed as Exhibit 2.1 to the Companys
Current Report on Form 8-K filed on October 17, 2016 and which is
incorporated herein by reference.
Item 8.01 Other Events.
On November 21, 2016, the Company issued a press release
announcing the closing of the Transaction, a copy of which is
attached as Exhibit 99.1 hereto. Exhibit 99.1 shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject to
the liabilities of that section, nor shall it be deemed
incorporated by reference into any other filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
announcing the closing of the Transaction, a copy of which is
attached as Exhibit 99.1 hereto. Exhibit 99.1 shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject to
the liabilities of that section, nor shall it be deemed
incorporated by reference into any other filing under the
Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Certain statements in this communication are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
reflect the Companys current views with respect to, among other
things, the Companys future operations and financial performance,
expected growth, the Companys ability to support its planned
business operations on a near- and long-term basis, the
acquisition of ghd and synergies or growth from the acquisition
of ghd. These statements are based on certain assumptions and
estimates that the Company considers reasonable. These
forward-looking statements are generally identified by words or
phrases, such as anticipate, estimate, plan, project, expect,
believe, intend, foresee, forecast, will, may, should, outlook,
continue, target, aim and similar words or phrases.
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
reflect the Companys current views with respect to, among other
things, the Companys future operations and financial performance,
expected growth, the Companys ability to support its planned
business operations on a near- and long-term basis, the
acquisition of ghd and synergies or growth from the acquisition
of ghd. These statements are based on certain assumptions and
estimates that the Company considers reasonable. These
forward-looking statements are generally identified by words or
phrases, such as anticipate, estimate, plan, project, expect,
believe, intend, foresee, forecast, will, may, should, outlook,
continue, target, aim and similar words or phrases.
Reported results should not be considered an indication of future
performance, and actual results may differ materially from the
results predicted due to risks and uncertainties including:
performance, and actual results may differ materially from the
results predicted due to risks and uncertainties including:
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the Companys ability to achieve its global business
strategy and compete effectively in the beauty industry, including successfully leveraging growth opportunities and addressing challenges inhibiting growth in its brand portfolio; |
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the integration related to the acquisition (the
Transactions) of The Procter Gamble Companys (PG) global fine fragrances, salon professional, cosmetics and retail hair color businesses, along with select hair styling brands (the PG Beauty Brands) with the Companys business, operations and culture and the ability to realize synergies and other potential benefits of the Transactions within the time frames currently contemplated, including planned organizational changes and their effects, diversion of management attention from existing core businesses and the impact of recent changes in management teams in the Companys headquarters, regions and countries; |
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the Companys ability to anticipate, gauge and respond to
market trends and consumer preferences, which may change rapidly, and the market acceptance of new products; |
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the Companys ability to identify suitable acquisition
targets and managerial, integration, operational, regulatory and financial risks associated with those acquisitions, including its acquisitions of Bourjois, Beamly, Hypermarcas S.A., the PG Beauty Brands and ghd, including risks related to litigation or investigations involving governmental authorities relating to any acquisition and the ability of the Company to achieve the benefits contemplated by any proposed transaction within the expected time frame; |
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risks associated with acquisitions or other strategic
transactions, including acquired liabilities and restrictions, retaining customers from businesses acquired, achieving any expected results or synergies from acquired businesses, complying with new regulatory frameworks, difficulties in integrating acquired businesses or implementing strategic transactions generally and risks associated with international acquisition transactions, including in countries where the Company does not currently have a material presence; |
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risks related to the Companys international operations,
including reputational, regulatory, economic and foreign political risks, such as the political instability in Eastern Europe and the Middle East, the debt crisis and the economic environment in Europe, including any potential impact of Brexit, and fluctuations in currency exchange rates; |
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dependence on certain licenses, entities performing
outsourced functions and third-party suppliers; |
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the Company, including ghd, its brand partners and
licensors ability to obtain, maintain and protect the intellectual property rights used in its products and their abilities to protect their respective reputations; |
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administrative, development and other difficulties in
meeting the expected timing of market expansions, product launches and marketing efforts; |
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global political and/or economic uncertainties or
disruptions, including a general economic downturn, a sudden disruption in business conditions affecting consumer purchases of the Companys products and volatility in the financial markets; |
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the Companys ability to manage seasonal variability;
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consolidation among retailers, shifts in consumers
preferred distribution channels, and other changes in the retail environment in which the Company sells its products; |
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disruptions in operations;
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increasing dependency on information technology and the
Companys ability to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, costs and timing of implementation and effectiveness of any upgrades to its information technology systems and failure by the Company to comply with any privacy or data security laws or to protect against theft of customer, employee and corporate sensitive information; |
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changes in laws, regulations and policies that affect the
Companys business or products; |
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the Companys ability to attract and retain key personnel;
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use of estimates and assumptions in preparing the financial
statements, including with regard to revenue recognition, the market value of inventory and the fair value of acquired assets and liabilities associated with acquisitions; |
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market acceptance of new product introductions;
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the illegal distribution and sale by third parties of
counterfeit versions of the Companys products; and |
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other factors described elsewhere in this document and from
time to time in documents that the Company files with the Securities and Exchange Commission. |
More information about potential risks and uncertainties that
could affect the Companys business and financial results is
included under the heading Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of
Operations in the Companys Quarterly Report on Form 10-Q for the
fiscal quarter ended
could affect the Companys business and financial results is
included under the heading Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of
Operations in the Companys Quarterly Report on Form 10-Q for the
fiscal quarter ended
September 30, 2016 and other periodic reports the Company has
filed and may file with the Securities and Exchange Commission
from time to time.
filed and may file with the Securities and Exchange Commission
from time to time.
All forward-looking statements made in this communication are
qualified by these cautionary statements. These forward-looking
statements are made only as of the date of this communication,
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.
qualified by these cautionary statements. These forward-looking
statements are made only as of the date of this communication,
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.
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:
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Exhibit No.
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Description
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2.1
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Sale and Purchase Agreement, dated as of October 17,
2016, by and among Coty Inc., Gloria Coinvest 1 L.P., Lion Capital Fund III L.P., Lion Capital Fund III SBS L.P., Lion Capital Fund III (USD) L.P., Lion Capital Fund III SBS (USD) L.P., Ghd Nominees Limited, the management sellers named therein, and the other individual sellers named therein (incorporated by reference to Exhibit 2.1 of the Companys Current Report on Form 8-K filed on October 17, 2016). |
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99.1
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Press Release of the Company, dated November 21, 2016.
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About Coty Inc. (NYSE:COTY)
Coty Inc. is a beauty company. The Company operates through four segments: Fragrances, Color Cosmetics, Skin & Body Care and Brazil Acquisition. Its fragrance products include a range of men’s and women’s products. Its fragrance brands include Calvin Klein, Marc Jacobs, Davidoff, Chloe, Balenciaga, Beyonce, Bottega Veneta, Miu Miu and Roberto Cavalli. Its color cosmetics products include lip, eye, nail and facial color products. The brands in its Color Cosmetics segment include Bourjois, Rimmel, Sally Hansen and OPI. Its skin & body care products include shower gels, deodorants, skin care and sun treatment products. Its skin & body care brands are adidas, Lancaster, philosophy and Playboy. The Company, through Hypermarcas S.A., engages in personal care and beauty business. The Brazil Acquisition segment includes product groupings, such as skin care, nail care, deodorants and hair care products. It operates in the Americas; Europe, the Middle East and Africa (EMEA), and Asia Pacific. Coty Inc. (NYSE:COTY) Recent Trading Information
Coty Inc. (NYSE:COTY) closed its last trading session up +0.70 at 19.45 with 9,497,817 shares trading hands.
