On October 2, 2025, Coty Inc. (the “Company”) issued a press release announcing that it, together with its wholly-owned subsidiaries HFC Prestige Products, Inc. and HFC Prestige International U.S. LLC (collectively with the Company, the “Issuers”), launched a private offering of senior notes (the “Notes”), subject to market and other conditions.
The Issuers intend to use the proceeds from the offering, together with cash on hand, to redeem all of the Company’s outstanding 5.000% senior secured notes due 2026 (the “5.000% Senior Secured Notes”) and a portion of the Company’s outstanding 3.875% senior secured notes due 2026 (the “3.875% Senior Secured Notes”), in each case at par, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, including to pay fees and expenses related thereto. The Issuers will use cash on hand to pay the offering expenses payable by them in connection with the offering.
A copy of the press release is included as Exhibit 99.1 hereto and incorporated by reference herein.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Additionally, this Current Report on Form 8-K does not constitute a notice of redemption with respect to the 5.000% Senior Secured Notes or the 3.875% Senior Secured Notes.
Forward-Looking Statements
The statements contained in or incorporated by reference into this Current Report on Form 8-K include certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act and the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current views with respect to, among other things, the offering of the Notes and the use of proceeds therefrom. 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,” “temporary,” “target,” “aim,” “potential,” “goal” and similar words or phrases. These statements are based on certain assumptions and estimates that the Company considers reasonable, but are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual events or results (including the Company’s financial condition, results of operations, cash flows and prospects) to differ materially from such statements, including the Issuers’ ability to consummate the offering of the Notes on a timely basis and on terms commercially acceptable to the Company, or at all, and other factors identified in “Risk Factors” included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025. All forward-looking statements made or incorporated by reference herein are qualified by these cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which are made only as of the date of the document in which such statement is made, 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.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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| Exhibit No. |
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Description |
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| 99.1 |
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Press release of Coty Inc., dated October 2, 2025, relating to the offering of the Notes. |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
