SecProbe.io

May 19, 2016

Jules P. Kaufman, Esq.
General Counsel
Coty Inc.
350 Fifth Avenue
New York, New York 10118

Re: Coty Inc
Registration Statement on Form  S-4
Filed April 22, 2016
 File No.  333-210856

Dear M r. Kaufman :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested informati on.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provid e in response to these  comments, we may have additional comments.

General

1. Please be advised that our comments on the Form S -4 filed by Coty, Inc. also pertain to
the Form S -4 filed by Galleria Co.  Please address our comments in both filings, as
applic able.

2. Please provide us with copies of all materials prepared by each of the company’s
financial advisors, including projections and forecasts, and shared with each respective
board of directors and its representatives. This includes copies of the board b ooks and all
transcripts, summaries and video presentation materials.

3. We note that you have yet to file all exhibits.  Please file these as soon as practicable and
note that we will need time to review  the legal and tax opinions once filed .

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 2

 4. Please note the financial statement updating requirements of Rule 3 -12 of Regulation S -
X. Please also update the pro forma financial information accordingly.

5. Please provide us Coty’s significance calculations related to its recent acquisition of the
Brazilian Beauty Business.

Coverpage

6. Please disclose the aggregate purchase price on the cover  page of the prospectus.

Questions and Answers about the Exchange Offer and the Transactions, page 6

7. Please add a Q&A that discloses the termination fee associa ted with the Transactions.  In
addition, please consider adding a similar risk factor.

8. Please consider adding a separate Q&A section to briefly address the material differences
between the rights of shareholders of a Delaware company and the rights of sh areholders
of an Ohio corporation.

What will happen in the transaction?, page 16

9. Please disclose the amount of liabilities assumed by Galleria Co.

10. Please disclose the amount of money Galleria will distribute to P&G.

11. Please disclose the amount of inde btedness to be incurred under the credit facilities.

12. In this section, and throughout the prospectus where you discuss the conversion of the
Class B Common Stock owned by JAB Cosmetics, please disclose that JAB will be the
largest stockholder of the combined company overall, owning approximately 35% of the
fully diluted shares of Coty common stock at the completion of the Transactions.

Opinions of Coty’s Financial Advisors, page 35

13. Please disclose the advisory fees, including the amounts contingent on the transaction.

Risk Factors
General

14. Please consider adding a risk factor that alerts P&G shareholders who may participate in
the exchange that the financial advisors have issued opinions pertaining to the fairness of
the Transactions and exchange ratio with regard to Coty shareholders and not to P&G
shareholders.

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 3

 15. Please consider adding a risk factor that addresses the presence of a significant minority
shareholder after the Transactions are completed.

Failure to complete the Transactions could materially and adversely impact the market price of
Coty common stock as well as Coty’s business, liquidity, financial condi tion and results of
operations, page 56

16. Please quantify, to the best of your ability, the “substantial costs related to the
Transactions” referenced in this section.

Coty expects to incur significant one -time costs associated with the Transactions that could
affect the period -to-period operati ng results of Coty following the completion of the
Transactions, page 59

17. Similarly, please revise your cost estimates, to the best of your ability, to reflect your
most recent estimates.

Management’s Discussion and Analysis of Financial Condition and Res ults of Operations of
P&G Beauty Brands, page 114

Results of Operations, page 118

18. Please quantify and discuss the results of the Divested Brands, that were sold during the
year ended June 30, 2015 but are included in the historical results of P&G Beauty
Brands, during each period presented.

19. Please quantify and discuss the results of the Excluded Brands, that will not be
transferred to Coty but are included in the historical results of P&G Beauty Brands,
during each period presented.  Please also disclose  why these brands have been excluded
from the transaction with Coty.

20. Please more fully explain the factors, other than declines due to the Divested Brands, that
negatively impacted sales volumes during each period presented.

21. Please more fully explain the  specific facts and circumstances that substantially increased
the effective tax rate during the year ended June 30, 2015.

Historical Per Share, Market Price and Dividend Data, page 130

22. When the terms of the Recapitalization are determined, please tell u s if you intend to
comply with the historical and pro forma equivalent per share disclosure requirements for
Galleria included in Item 3(f) of Form S -4.

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 4

 Selected Historical and Pro Forma Financial Data, page 133
Unaudited Condensed Combined Pro Forma Fi nancial Statements of Coty, page 137

23. Please provide us the analysis you performed that resulted in your conclusion that Coty is
the accounting acquirer, including your consideration of each factor outlined in ASC 805 -
10-55-12.

24. In order for investors t o better understand and assess the financial condition and results of
operations of P&G Beauty Brands prior to the merger with Coty, please revise the format
of the pro forma financial statements to separately present the impact of pro forma
adjustments re lated to P&G Beauty Brands that will occur before the merger and the
impact of pro forma adjustments directly related to the merger transaction.  This could be
accomplished by providing additional adjustment columns and subtotal columns in each
pro forma f inancial statement that reflect P&G Beauty Brands prior to the merger
followed by the pro forma adjustments directly related to the merger to arrive at the pro
forma totals.  In this regard, it appears the pro forma adjustments that will occur prior to
the merger include: reclassifications, adjustments related to the Divested Brands,
adjustments related to the Excluded Brands, adjustments related to non -transferred assets
and liabilities, and adjustments related to the Recapitalization.

25. As discussed on pag es 17 and 211, you will enter into multiple agreements with P&G in
connection with the separation and distribution.  These agreements include transition
services, tax matters, technology licenses, trademark licenses and certain other matters.
Please tell us what consideration you gave to reflecting the impact of these agreements in
your pro forma financial statements pursuant to Rule 11 -02(b)(6) of Regulation S -X.

26. Please quantify the estimated costs to be incurred subsequent to the merger that are not
included in the pro forma financial statements.

Unaudited Condensed Combined Pro Forma Balance Sheet, page 139

27. Please breakout the shareholder’s equity section into its separate components on the face
of the pro forma balance sheet, so that investors can better understand the changes that
are occurring.   Please also show the number of shares authorized, issued and outstanding
on a historical and pro forma basis.

Note 3 – Pro Forma Adjustments, page 145

28. In regard to adjustment (a), please clearly disclose  how you determined revenues and
costs related to the Excluded Brands and Divested Brands during each period.  Please
also address why the costs for the Excluded Brands and Divested Brands are significantly
higher, as a percentage of the related revenues, compared to the costs for P&G Beauty
Brands as a percentage of revenues.

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 5

 29. In regard to adjustment (e), please disclose how you estimated the fair values of finite -
lived intangible assets and indefinite -lived intangible assets.  Please also revise
adjustmen t (m) to disclose how determined the estimated useful lives.

30. In regard to adjustments (g), (p) and (q), please disclose how you determined the blended
tax rate you used and explain to us how you determined the rate is factually supportable.
We note Artic le 11 of Regulation S -X indicates the statutory tax rate should be used.

31. In regard to adjustment (h), we note no long term debt is included in P&G Beauty
Brand’s historical financial statements.  Please more clearly and accurately present this
adjustme nt to include the debt to be incurred by Galleria and the use of the proceeds,
which we assume will be essentially accounted for as a dividend to P&G.

32. In regard to adjustment (i), please clearly disclose how you estimated the amounts related
to the pensio n and other post -employment benefits.

33. In regard to adjustment (l), please explain how you determined the amount for the year
ended June 30, 2015.  Based on the current disclosures and the amount for the period
ended December 31, 2015, it is not clear to u s how the annual amount was determined.

34. In regard to adjustment (n), please disclose the amount of internal costs being eliminated
and explain how you determined their elimination is factually supportable.

35. In regard to adjustment (q), please disclose t he specific nature of the costs, explain how
you determined each amount, and explain how you determined they are factually
supportable.

Background of the Transactions, page 157

36. Please provide a discussion relating to the negotiation of the material  terms of the
transaction agreements. Please explain how the parties arrived at the  exchange ratio, the
upper limit in the number of Coty shares to be issued in the  exchange, the termination
fee, and the other material terms to the transaction documents.

37. In the last paragraph on this page, where you discuss competing bids received by the
Board, please disclose the consideration given to the other bids and how the Board
determined the Reverse Morris Trust proposal by Coty was superior.

38. Please include disclosure regarding the excluded brands, including: when Coty was
informed that the brands would be excluded; what consideration was given to adjusting
the purchase price; and how the Board determined an updated fairness opinion was not
necessary.

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 6

 39. Please supplement your disclosure on page 157 by describing what a “Reverse Morris
Trust transaction” is, and elaborate on the reasons for such a structure. We note the
disclosures about tax efficiencies and need for less leverage.

Opinions of C oty’s Financial Advisors, page 163
Opinion of Barclays, page 174

40. Please disclose why in preparing their opinions, the advisors assumed that all relevant
licenses of P&G Beauty Brands, including the Excluded Brands, would transfer with
Galleria Company to Coty.

Summary of Financial Analysis, page 165

41. We note that the financial advisors relied upon certain financial forecasts, estimates and
projections provided by the management .  Please ensure that you have disclose d all
projections in the filing.

P&G’s Reasons for the Transactions, page 183

42. With respect to each of the factors considered, please provide a reasonably detailed
discussion and clearly elaborate on the conclusions drawn by the board as to the benefits
or detriments of each factor.

Consents a nd Delayed Transfers, page 189

43. Please disclose whether all third -party consents and approvals have been obtained in
order to effectuate all aspects of this transaction.  If all necessary approvals have not been
obtained, disclose the consequence to the co mpany going forward.

The Transactional Agreement
Representations and Warranties, page 191

44. We note your cautionary statement concerning the representations and warranties in the
Transactional Agreement.   Please note that disclosure regarding an agreement ’s
representations or covenants in a prospectus (whether through incorporation by reference
or direct inclusion) constitutes a disclosure to investors, and you are required to consider
whether additional disclosure is necessary in order to put the informat ion contained in, or
otherwise incorporated into that publication, into context so that such information is not
misleading.   Please refer to Report of Investigation Pursuant to Section 21(a) of the
Securities Exchange Act of 1934 and Commission Statement o n potential Exchange Act
Section 10(b) and Section 14(a) liability, Exchange Act Release No. 51283 (Mar. 1,
2005).   If you continue to use these cautionary statements, please revise them to clarify
that you will provide additional disclosure in your public  reports to the extent that you

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 7

 are, or become, aware of the existence of material facts that might contradict the
representations and warranties contained in the Agreement.

Debt Financing, page 214

45. Please fil e the commitment letters as  exhibits to the registration statement.

Description of Coty Capital Stock, page 222

46. We note the statement in the second paragraph that disclosure is “qualified in its entirety
by … the applicable provisions of Delaware law.” Please be advised that you may not
qualify information in the prospectus in this manner unless incorporation by reference or
a summary of a document filed as an exhibit is required.  See Rule 411(a) of Regulation
C.

P&G Beauty Brands  – Combined Financial Statements

Combined Interim Balance Sheet s, page F -3

47. It appears to us that the planned Recapitalization will result in a material reduction to the
historical equity.  Therefore, it appears the debt to be incurred prior to the merger and the
use of the proceeds to essentially fund a dividend to P& G should be reflected on a pro
forma basis alongside the most recent historical balance sheet.  Refer to SAB Topic
1:B:3.

3. Related -Party Transactions, page F -6
4. Related -Party Transactions, page F -21

48. Please revise your disclosures to:
 Clarify how glob al business unit (GBU) direct spending for businesses not classified
as a separate GBU are allocated and, if accurate, indicate management believes the
allocation method is reasonable;
 Clarify, if accurate, management believes all corporate allocation meth ods, including
those based on utilization, are reasonable; and
 Quantify the amount of expenses that would have been incurred on a stand -alone
basis  during each period presented or state it is not practicable to do so.
 Refer to SAB Topic 1:B.1.

10. Segment Information, page F -10
12. Segment Information, page F -30

49. Please demonstrate to us how you determined it is appropriate to aggregate the Retail
Hair and Cosmetics operating segments into one reportable segment based on the

Jules P. Kaufman, Esq.
Coty Inc.
May 19, 2016
Page 8

 provisions of ASC 280 -10-50-11.  Please supplementally provide us the net sales and
earnings (loss) before income taxes for each operating segment for each period presented.

12. Subsequent Events, page F -10
13. Subsequent Events, page F -31

50. You indicate that you have evaluated s ubsequent events for potential recognition and
disclosure through April 20, 2016.  Please revise this disclosure to also state whether t