Coty Inc. (NYSE:COTY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
to the Contribution Agreement, Coty US, certain of the Unit
Holders (the Continuing Unit Holders) and, upon
consummation of the Second Contribution, Aspen Sub entered into
the First Amended and Restated Limited Liability Company
Agreement (as amended, modified and supplemented from time to
time, the AR LLC Agreement) on the Closing Date.
A description of the AR LLC Agreement is included under Item 1.01
of Parents Current Report on Form 8-K filed January 10, 2017 (the
January 10, 2017 Report), which is incorporated by
reference herein. Such description does not purport to be
complete and is qualified in its entirety by reference to the
full text of the form of the AR LLC Agreement attached as Exhibit
B to the Contribution Agreement, which is filed as Exhibit 2.1 to
this Current Report on Form 8-K (this Report) and the
executed version of which was amended to admit Aspen Sub as a
member of NewCo upon consummation of the Second Contribution.
| Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The disclosures under the Introductory Note to this Report and
the description of the Contribution Agreement included under Item
1.01 of the January 10, 2017 Report are incorporated by reference
herein.
The descriptions of the Contribution Agreement under the
Introductory Note to this Report and under Item 1.01 of the
January 10, 2017 Report do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Contribution Agreement, which is filed as Exhibit 2.1 to this
Report. The Contribution Agreement and the aforementioned
descriptions have been included to provide investors and security
holders with information regarding the terms of the Contribution
Agreement and are not intended to
provide any other factual information about Parent, Coty US,
NewCo, Younique or their respective subsidiaries or affiliates.
The representations and warranties contained in the Contribution
Agreement were made only for purposes of the Contribution
Agreement and as of specific dates and are solely for the benefit
of the parties to the Contribution Agreement. In addition,
certain representations and warranties were used for the purpose
of allocating risk between the parties to the Contribution
Agreement, rather than establishing matters of fact. The
representations and warranties may also be subject to a
contractual standard of materiality different from those
generally applicable to stockholders and reports and documents
filed with the United States Securities and Exchange Commission,
and in some cases were qualified by disclosures that were made by
each party to the others, which disclosures are not reflected in
the Contribution Agreement.
| Item 7.01. | Regulation FD Disclosure. |
A copy of the press release issued by Parent on February 1, 2017
announcing the Contributions and entry into the AR LLC Agreement
is furnished as Exhibit 99.1 hereto.
Such information (including Exhibit 99.1) shall not be deemed
filed for purposes of Section 18 of the Securities and Exchange
Act of 1934, as amended (the Exchange Act), nor shall it
be deemed incorporated by reference in any filing under the
Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired
Certain required financial statements related to the
Contributions will be filed by amendment to this Report no later
than 71 days following the date on which this Report is required
to be filed.
(b) Pro forma financial information
Certain required pro forma financial information related to the
Contributions will be filed by amendment to this Report no later
than 71 days following the date on which this Report is required
to be filed.
(d) Exhibits
| Exhibit No. | Description of Exhibits | |
| 2.1 |
Contribution Agreement, dated as of January 10, 2017, by and among Coty Inc., Coty US Holdings Inc., Foundation, LLC, Younique, LLC, UEV Holdings, LLC, Aspen Cove Holdings, Inc., each of the other unit holders of Younique, LLC, and Derek Maxfield* |
|
| 99.1 | Press Release of Coty Inc. dated February 1, 2017 | |
| * |
Parent agrees to furnish supplementally a copy of any omitted exhibit, schedule or annex to the Securities and Exchange Commission upon request. |
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 down -0.26 at 18.94 with 4,376,216 shares trading hands.