Coty Inc 8-K, filed Jun 5, 2020
Coty Inc. (COTY)
About this 8-K
Coty Inc filed this 8-K on June 5, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events |
On June 2, 2020, Coty Inc. (NYSE: COTY) (the “Company”) received notice from the United States Federal Trade Commission of the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the date of such early termination, the “HSR Clearance Date”), in connection with the previously disclosed issuance and sale by the Company of up to 1,000,000 shares of the Company’s Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), to KKR Rainbow Aggregator L.P., a Delaware limited partnership (the “Investor”), for an aggregate purchase price of up to $1 billion, pursuant to the terms of the Investment Agreement, dated as of May 11, 2020 and as amended on June 1, 2020 (the “Investment Agreement”), by and among the Company and the Investor.
As previously disclosed, pursuant to the Certificate of Designations designating the Series B Preferred Stock (the “Certificate of Designations”), following the HSR Clearance Date, the Series B Preferred Stock is convertible at any time at the option of the holders thereof into shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”), at an initial conversion price of $6.24 per share of the Series B Preferred Stock and an initial conversion rate of 160.2564 shares of Common Stock per share of Series B Preferred Stock, subject to certain anti-dilution adjustments set forth in the Certificate of Designations.
Following the HSR Clearance Date, holders of the Series B Preferred Stock are entitled to vote with the holders of the Common Stock on an as-converted basis.
The foregoing description of the Certificate of Designations does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Designations, which was attached as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 26, 2020, and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number: |
Description | |||
| 3.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Coty Inc. (Registrant) | ||||||
| Date: June 5, 2020 |
By: |
/s/ Kristin Blazewicz | ||||
| Kristin Blazewicz Chief Legal Officer, General Counsel and Secretary | ||||||