UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2020 COTY INC. (Exact name of registrant as specified in its charter) Delaware 001-35964 13-3823358 (State or other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 350 Fifth Avenue New York, NY 10118 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (212) 389-7300 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class symbol(s) on which registered Class A Common Stock, $0.01 par value COTY New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry Into a Material Definitive Agreement. On June 1, 2020, Coty Inc. (NYSE: COTY) (the “Company” or “Coty”) entered into definitive agreements with Coty International Holding B.V., a private limited liability company organized under the laws of the Netherlands (“Coty International”), and Rainbow UK Bidco Limited, a private limited company incorporated under the laws of England and Wales (“Purchaser”) and an affiliate of funds and/or separately managed accounts advised and/or managed by Kohlberg Kravis Roberts & Co. L.P. and its affiliates, regarding the acquisition of Waves UK Divestco Limited, a private limited company incorporated under the laws of England and Wales and an indirect subsidiary of Coty International (“Newco”), pursuant to which and subject to the terms and conditions therein, (1) the Company will transfer its Professional Beauty (including Professional Hair, OPI and ghd) and Retail Hair businesses, which for the avoidance of doubt shall include the professional and Wella retail hair businesses in Brazil but exclude the Brazilian consumer beauty business (the “Professional Beauty Business”) to Newco (the “Separation”) and (2) following the Separation, the Company shall directly or indirectly, sell all of the ordinary shares, par value $0.01, of Newco (the “Newco Shares”) to Purchaser (the “Sale” and together with the Separation, the “Transactions”) for a combination of cash and stock in Purchaser’s parent company, Rainbow JVCo Limited, a company incorporated under the laws of Jersey (“JVCo”). Following the Sale, Purchaser will hold approximately 60% of the ordinary shares of JVCo (the “JVCo Shares”) and the Company will, directly or indirectly, hold approximately 40% of the JVCo Shares. Separation Agreement On June 1, 2020, the Company, Coty International, Newco and Purchaser entered into a Separation Agreement (the “Separation Agreement”). The Separation Agreement sets forth the terms and conditions on which the Professional Beauty Business will be separated from Coty and its subsidiaries (the “Coty Group”). Pursuant to the terms and subject to the conditions set forth in the Separation Agreement, the Professional Beauty Business will be separated from the Coty Group by way of the transfer to Newco of certain entities that either: (i) currently conduct the Professional Beauty Business; or (ii) will, prior to completion of the Sale (“Completion”), acquire the local Professional Beauty Business of another member of the Coty Group. The Separation Agreement also sets forth the terms of the aforementioned transfers, including the obligations of the parties in connection with those transfers, including to seek consents of third parties where applicable. The Separation Agreement provides for the establishment of transitional arrangements, including transitional arrangements pursuant to which the Coty Group members may continue to act as the transacting entities for the Professional Beauty Business, for a period not to exceed 24 months following Completion, subject to extension for a period of up to three months for certain transitional arrangements. Subject to the terms and conditions of the Separation Agreement, all of the assets and liabilities of the Coty Group other than the assets and liabilities of the Professional Beauty Business will be retained by or transferred to Coty or a member of the Coty Group. Pursuant to the terms and subject to the conditions set forth in the Separation Agreement, the parties agreed to establish a separation committee (the “Separation Committee”) to oversee the Separation. The Separation Committee is formed of two members, one appointed by each of Coty International and Purchaser. Decisions of the Separation Committee are made on a unanimous basis, subject to an escalation procedure in the event that the Separation Committee is unable to reach unanimous agreement on a matter within 10 business days of first considering the relevant matter. The Separation Agreement governs certain aspects of the relationship between the Company, Coty International, Newco and Purchaser after Completion, including provisions with respect to release of claims, indemnification, access to financial and other information and access to and the provision of records. Following Completion, the parties will have mutual ongoing indemnification obligations with respect to certain liabilities related to the Professional Beauty Business and the Coty Group’s remaining business, respectively. The foregoing description of the 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 Separation Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference. Sale and Purchase Agreement On June 1, 2020, the Company entered into a Sale and Purchase Agreement with Coty International and Purchaser (the “Purchase Agreement”). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Coty International will sell to Purchaser a 100% interest in the Company’s Professional Beauty Business with the acquisition to be effected through the purchase of all of the Newco Shares, for an enterprise value of $4.3 billion on a debt free, cash free basis. The purchase price will be subject to customary post-Completion adjustments for working capital, cash and indebtedness. The Company and Coty International make certain customary warranties and covenants in the Purchase Agreement, including, among other things, covenants by the Company not to take certain actions prior to Completion without the prior approval of Purchaser, and shall consult with the Purchaser prior to taking any material steps in response to COVID-19. Further, the Company guarantees the performance of the obligations of Coty International under the Purchase Agreement on the terms set forth therein. Each party’s obligation to consummate the transactions contemplated under the Purchase Agreement is subject to certain conditions specified therein, including (i) approval by the European Commission under applicable European merger control regulations; (ii) approval or termination of any applicable waiting period pursuant to the competition laws in certain additional countries; (iii) approval by the Treasurer of the Commonwealth of Australia under applicable Australian foreign investment laws; and (iv) delivery of the separation notice to Purchaser in accordance with the Separation Agreement. The foregoing description of the 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 Purchase Agreement, which is attached as Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference. The Separation Agreement and the Purchase Agreement have been included to provide investors with information regarding their terms. They are not intended to provide any other factual information about Coty, Purchaser, JVCo or Newco. The representations, warranties, covenants and agreements contained in the Purchase Agreement were made only for purposes of the Purchase Agreement, as of the specific dates therein, were solely for the benefit of the parties to the Purchase Agreement and the parties expressly identified as third-party beneficiaries thereto, as applicable (except as expressly provided therein), may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures