Sec Form 13D Filing - KKR Rainbow Aggregator L.P. filing for COTY INC. (COTY) - 2021-09-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

David J. Sorkin, Esq.

Kohlberg Kravis Roberts & Co. L.P.

30 Hudson Yards

New York, NY 10001

(212) 750-8300

with a copy to:

Marni Lerner

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Telephone: (212) 455-2000

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(1) Represents 568,367 shares of Series B Co nvertible Preferred Stock, par value $0.01 per share (“Series B Preferred Stock”), of Coty Inc. (the “Issuer”) convertible into shares of Class A common stock, par value $0.01 per share (“Class A Common Stock”), of the Issuer, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

1	NAMES OF REPORTING PERSONS
	KKR Associates Europe V SCSp
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			99,584,349(1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			99,584,349(1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,584,349(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

1	NAMES OF REPORTING PERSONS
	KKR Europe V S.a r.l.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			99,584,349(1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			99,584,349(1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,584,349(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

1	NAMES OF REPORTING PERSONS
	KKR Group Partnership L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			99,584,349(1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			99,584,349(1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,584,349(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

1	NAMES OF REPORTING PERSONS
	KKR Management LLP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			99,584,349(1)
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			99,584,349(1)
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,584,349(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

1	NAMES OF REPORTING PERSONS
	Henry R. Kravis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			99,584,349(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			99,584,349(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,584,349(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

1	NAMES OF REPORTING PERSONS
	George R. Roberts
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			99,584,349(1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			99,584,349(1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	99,584,349(1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Represents 568,367 shares of Series B Preferred Stock convertible into shares of Class A Common Stock, based on the current liquidation preference and accrued dividends on such shares.  See Item 5.

This Amendment No. 3 to the Schedule 13D (this “Amendment No. 3”) filed by the Reporting Persons (as defined below) relates to the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of Coty Inc., a Delaware corporation (the “Issuer”) and amends the prior Statement on Schedule 13D filed on June 12, 2020, as amended by Amendment No. 1 filed on November 16, 2020 and Amendment No. 2 filed on August 27, 2021 (as amended hereby, this “Schedule 13D”).

Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D.  Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.

This statement on Schedule 13D is being filed by:

Item 4 is hereby amended and supplemented as follows:

On September 7, 2021, KKR Rainbow Aggregator L.P., as selling stockholder, and the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, as the underwriter (the “Underwriter”), providing for the offer and sale of 50,000,088 shares of Class A Common Stock (the “Shares”) by KKR Rainbow Aggregator L.P. (the “September 2021 Offering”), and purchase by the Underwriter of the Shares, at a price of $8.39 per share. In connection with the September 2021 Offering, KKR Rainbow Aggregator L.P. converted 285,576 shares of Series B Preferred Stock into 50,000,088 shares of Class A Common Stock.  The September 2021 Offering closed on September 10, 2021.  The September 2021 Offering was made pursuant to the Issuer’s shelf registration statement on Form S-3 (File No. 333-248444), as supplemented by a prospectus supplement dated September 7, 2021.

 

Pursuant to the Underwriting Agreement, KKR Rainbow Aggregator L.P. has entered into a lock-up agreement (the “Lock-Up Agreement”) with the Underwriter pursuant to which it has agreed with the Underwriter, subject to customary exceptions, not to offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock, or any securities convertible into or exercisable or exchangeable for Class A Common Stock, during the period from September 7, 2021 continuing through the date 75 days thereafter, except with the prior written consent of the Underwriter. The foregoing description of the Lock-Up Agreement set forth in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the full text of the Form of Lock-Up Agreement, which has been filed as Exhibit H hereto and is incorporated herein by reference.

 

Paragraphs (a), (b) and (c) of Item 5 are hereby amended and restated in their entirety as follows:

The information set forth in the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a) and (b). The Reporting Persons beneficially own 568,367 shares of Series B Preferred Stock. Series B Preferred Stock has an initial liquidation value of $1,000 per share and holders of Series B Preferred Stock are entitled to a cumulative dividend at a rate of 9.0% per annum, accruing daily and payable quarterly in arrears, subject to adjustment as described in Item 6 of this Schedule 13D. Each share of Series B Preferred Stock is convertible at any time at the option of the holder thereof into (i) the number of shares of Class A Common Stock equal to the quotient of (A) the sum of the liquidation preference and any accrued dividends with respect to such share of Series B Preferred Stock as of the applicable conversion date divided by (B) the conversion price as of the applicable conversion date plus (ii) cash in lieu of fractional shares. The initial conversion price is a dollar amount equal to $1,000 divided by the initial conversion rate of 160.2564, or approximately $6.24 per share. The initial conversion rate is subject to adjustment from time to time upon the occurrence of certain customary events in accordance with the terms of the Series B Certificate of Designations.  Dividends will be payable in cash, by increasing the amount of accrued dividends with respect to a share of Series B Preferred Stock, or any combination thereof, at the sole discretion of the Issuer.

All of the computations and share amounts used herein do not give effect to any accretion on the shares of Series B Preferred Stock after the date of filing. As a result of its beneficial ownership of Series B Preferred Stock, including the accretion of dividends thereon as of the date of filing, the Reporting Persons may be deemed to beneficially own an aggregate of 99,584,349 shares of Class A Common Stock which would be received upon conversion of the Series B Preferred Stock as of the date hereof, which represents, in the aggregate, approximately 10.9% of the outstanding shares of the Issuer’s Class A Common Stock, as calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended.  Pursuant to the terms of the Series B Certificate of Designations, due to accretion of dividends, the number of shares of Class A Common Stock into which the Series B Preferred Stock may be converted may increase over time.

The percentage of beneficial ownership in this Schedule 13D is based on 816,065,849 shares of Class A Common Stock outstanding following the closing of the September 2021 Offering as set forth in the prospectus supplement filed by the Issuer on September 9, 2021.

Each of KKR Rainbow Aggregator GP LLC (as the general partner of KKR Rainbow  Aggregator L.P.), KKR European Fund V (USD) SCSp (as the sole member of KKR Rainbow Aggregator GP LLC), KKR Associates Europe V SCSp (as the general partner of KKR European Fund V (USD) SCSp), KKR Europe V S.a r.l. (as the general partner of KKR Associates Europe V SCSp), KKR Europe V Holdings Limited (as the sole shareholder of KKR Europe V S.a r.l.), KKR Group Partnership L.P. (as the sole member of KKR Europe V Holdings Limited), KKR Group Holdings Corp. (as the general partner of KKR Group Partnership L.P.), KKR & Co. Inc. (as the sole shareholder of KKR Group Holdings Corp.), KKR Management LLP (as the Series I preferred stockholder of KKR & Co. Inc.), and Messrs. Kravis and Roberts (as the founding partners of KKR Management LLP) may be deemed to be the beneficial owner of the securities beneficially owned directly by KKR Rainbow Aggregator L.P.

 

The filing of this Schedule 13D shall not be construed as an admission that any of the above-listed entities or individuals is the beneficial owner of any securities covered by this Schedule 13D.

To the best knowledge of the Reporting Persons, none of the individuals named in Item 2 beneficially owns any shares of Class A Common Stock except as described herein.

(c) Except as otherwise described in Item 4 of this Schedule 13D, none of the Reporting Persons, or, to the best knowledge of the Reporting Persons, any other individual named in Item 2 has engaged in any transaction in any shares of Class A Common Stock during the past 60 days.

Item 7 of the Schedule 13D is hereby amended by adding the following exhibit:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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