Coty Inc. (NYSE:COTY) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01.
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Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on February1, 2017, Coty Inc. (the
Company) completed the transactions contemplated by the
Contribution Agreement, dated as of January 10, 2017 (as amended,
modified and supplemented from time to time, the Contribution
Agreement), by and among the Company, Coty US Holdings Inc., a
Delaware corporation (Coty US), Foundation, LLC, a Delaware
limited liability company and wholly-owned subsidiary of Coty US,
Younique, LLC, a Utah limited liability company (Younique), UEV
Holdings, LLC, a Delaware limited liability company, Aspen Cove
Holdings, Inc., a Utah corporation and the majority unit holder
of Younique, each of the other unit holders of Younique, and
Derek Maxfield, in his individual capacity and as the Unit Holder
Representative thereunder. This amendment to the Companys Current
Report on Form 8-K dated February 1, 2017 (the Initial 8-K) is
being filed to provide the financial statements described in
Item9.01(a) and 9.01(b) below.
Forward-Looking Statements
Certain statements in this Form 8-K 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.
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 the Company considers reasonable
and are subject to a number of risks and uncertainties, many of
which are beyond the control of the Company, which could cause
actual events or results to differ materially from such
statements, including:
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the Companys ability to achieve its global business strategy, compete effectively in the beauty industry and achieve the benefits contemplated by its recent strategic transactions within the expected time frame, including the Companys joint ventures and recent acquisitions; |
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use of estimates and assumptions in preparing the Companys financial statements, including with regard to revenue recognition, stock compensation expense, the market value of inventory and the fair value of acquired assets and liabilities associated with acquisitions; |
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managerial, integration, operational, regulatory, legal and financial risks, including management of cash flows and expenses associated with the Companys strategic transactions and internal reorganizations; |
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the integration of The Procter Gamble Companys global fine fragrances, salon professional, cosmetics and retail hair color businesses, along with select hair styling brands with the Companys business, operations, systems, financial data and culture and the ability to realize synergies and other potential benefits within the time frames currently contemplated; |
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changes in law, regulations and policies that affect the Companys business or products; |
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the Companys and its brand partners’ and licensors’ ability to obtain, maintain and protect the intellectual property rights, including trademarks, brand names and other intellectual property used in their respective businesses, products and software, and their abilities to protect their respective reputations and defend claims by third parties for infringement of intellectual property rights; |
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the Companys ability to implement its restructuring programs and the success of the programs or any anticipated programs in delivering anticipated improvements and efficiencies; |
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the Companys ability to successfully execute its announced intent to divest or discontinue non-core brands and to rationalize wholesale distribution by reducing the amount of product diversion to the value and mass channels; |
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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, including any relaunched or rebranded products; |
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risks related to the Companys international operations and joint ventures, including reputational, compliance, regulatory, economic and foreign political risks; |
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the Companys dependence on certain licenses, entities performing outsourced functions and third-party suppliers, including third party software providers; |
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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; |
| the Companys ability to manage seasonal variability; |
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increased competition, consolidation among retailers, shifts in consumers preferred distribution channels and other changes in the retail, e-commerce and wholesale environment in which the Company does business and sell their products; |
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disruptions in operations, including due to disruptions or consolidation in supply chain, manufacturing rights or information systems, labor disputes and natural disasters; |
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restrictions imposed on the Company through its license agreements and credit facilities and changes in the manner in which the Company finances its debt and future capital needs, including potential acquisitions; |
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increasing dependency on information technology and the Company’s 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 their respective 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; |
| the Companys ability to attract and retain key personnel; |
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the distribution and sale by third parties of counterfeit and/or gray market 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 December 31, 2016 and other periodic reports
the Company has filed and may file with the Securities and
Exchange Commission from time to time.
All forward-looking statements made in this document are
qualified by these cautionary statements. These forward-looking
statements are made only as of the date of this document, 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.
| Item9.01. | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses acquired |
The audited consolidated balance sheet of Younique as of December
31, 2016, the audited consolidated statement of income and
comprehensive income of Younique for the year ended December 31,
2016, the audited consolidated statement of members equity and
the audited consolidated statement of cash flows of Younique for
the year ended December 31, 2016 are filed herewith as Exhibit
99.1 and incorporated herein by reference.
| (b) | Pro forma financial information |
The unaudited condensed combined pro forma balance sheet
information of the Company and its subsidiaries as of December31,
2016 and the unaudited condensed combined pro forma statement of
operations of the Company and its subsidiaries for the year ended
June30, 2016 and for the six months ended December 31, 2016 are
filed herewith as Exhibit 99.2 and incorporated herein by
reference.
| (d) | Exhibits |
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Exhibit No. |
Description |
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| 23.1 | Consent of Squire Company, PC | |
| 99.1 |
Audited consolidated financial statements of Younique as of December 31, 2016 and for the year ended December 31, 2016 |
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| 99.2 |
Unaudited condensed combined pro forma financial statements of Coty Inc. |
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 +0.22 at 17.60 with 4,718,135 shares trading hands.