Item 1.01 Entry Into a Material Definitive Agreement.
Amended and Restated Separation Agreement
On November 11, 2020, the Company, Coty International B.V., a private limited
liability company organized under the laws of the Netherlands ("Coty
International"), Newco and Purchaser entered into the amended and restated
separation agreement (the "Amended Separation Agreement"). The Amended
Separation Agreement amends and restates the Separation Agreement to reflect
that, among other things, the Separation Agreement has been novated such that
Coty International assumes all of the rights and obligations of Coty
International Holding.
The Amended Separation Agreement includes certain provisions to facilitate the
German Transfer (as defined below) and the post-completion sale and transfer of
Wella UK Ltd. ("Wella UK") and the Irish Professional Beauty Business of Coty
UK&I Limited as further described below under 'Amended and Restated Purchase
Agreement'. The Amended Separation Agreement additionally provides for, or
amends, certain obligations of the parties thereto in respect of: (1) the
conduct of claims following Separation; (2) the usage by the Company and Newco
of certain Company marks following Separation; (3) transitional support to be
provided by the Company to Newco in relation to regulatory compliance matters;
(4) the allocation of certain shared sites and employees; and (5) the mitigation
and allocation of costs arising from agreed changes to certain transitional
services, among other things.
The foregoing description of the Amended Separation Agreement and the
transactions contemplated thereby, does not purport to be complete and is
subject to, and qualified in its entirety by reference to, the full text of the
Amended Separation Agreement, which is attached as Exhibit 2.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Amended and Restated Purchase Agreement
On November 11, 2020, the Company, Coty International and Purchaser entered into
the amended and restated Sale and Purchase Agreement (the "Amended Purchase
Agreement"). The Amended Purchase Agreement amends and restates the Purchase
Agreement to reflect that, among other things, the Purchase Agreement has been
novated to reflect the assumption of all rights, obligations and liabilities of
Coty International Holding by Coty International.
The Amended Purchase Agreement provides that the transfer of the German real
estate from Coty International and its subsidiaries to Purchaser (the "German
Transfer") has been removed as a condition to completion and is instead a
post-completion undertaking to effect the German Transfer pursuant to a separate
sale and transfer agreement. Coty International and Purchaser will additionally
procure the post-completion sale and transfer of (i) Wella UK to Wella UK
Holdings Limited and (ii) the Irish Professional Beauty Business of Coty UK&I
Limited to Wella UK. The Amended Purchase Agreement additionally provides for
certain obligations in respect of Purchaser relating to the conduct of business
between the date of the Purchase Agreement and date of completion and certain
amendments to the allocation of costs and expenses as between the parties.
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The foregoing description of the Amended Purchase Agreement and the transactions
contemplated thereby, does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the Amended Purchase
Agreement, which is attached as Exhibit 2.2 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 8.01 Other Events.
On November 12, 2020, the Company issued a press release announcing the
execution of the Amended Separation Agreement and the Amended Purchase Agreement
and the anticipated completion of the transactions contemplated thereby by
November 30, 2020. A copy of the press release is furnished herewith as Exhibit
99.1 to this Current Report on Form 8-K.
Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing of the Registrant under the Securities Act of 1933 or
the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number: Description
2.1 Amended and Restated Separation Agreement, dated November 11, 2020,
by and among Coty Inc., Coty International B.V., Waves UK Divestco
Limited and Rainbow UK Bidco Limited.
2.2 Amended and Restated Sale and Purchase Agreement, dated November 11,
2020, by and among Coty Inc., Coty International B.V. and Rainbow UK
Bidco Limited.
99.1 Press Release, dated November 12, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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