SecProbe.io

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

June 1, 2016

 Securities and Exchange
Commission

 Division of Corporation Finance

 U.S.
Securities & Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

 Attn: Pam A. Long

Re:

Coty Inc.

Registration Statement on Form S-4

Filed April 22, 2016

File No. 333-210856

 Dear Ms. Long,

On behalf of our client, Coty Inc. (the “Company” or “Coty”), we file herewith Amendment No. 1 (“Amendment
No. 1”) to the above-mentioned Registration Statement on Form S-4 (as amended from time to time, the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof,
marked to show changes from the initial filing of the Registration Statement filed with the Commission on April 22, 2016.

 The
changes reflected in Amendment No. 1 include those made in response to the comments of the staff of the Commission (the “Staff”) set forth in the Staff’s letter of May 19, 2016 (the “Comment Letter”). Amendment
No. 1 also includes other changes that are intended to update, clarify and render more complete information contained therein.

 Set
forth below are the Company’s responses to the comments raised in the Comment Letter, which also includes input from The Procter & Gamble Company (“P&G”) and Galleria Co. (“Galleria Company”). The headings and
paragraph numbers of this letter correspond to the headings and paragraph numbers contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in bold below. Capitalized terms
used but not defined herein have the meanings given to them in Amendment No. 1. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the redlined copy of
Amendment No. 1.

 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 applicable.

Response:

 The Company acknowledges the
Staff’s comment and confirms that responses reflected in this letter to the Staff are also reflected, as applicable, in Amendment No. 1 to the Registration Statement on Forms S-1 and S-4 of Galleria Company filed on even date herewith.

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 books and all transcripts, summaries and video presentation materials.

 Response:

 The presentation materials prepared by Morgan Stanley and Barclays in connection with their respective opinions, dated July 8,
2015, and presented to the Company’s board of directors as summarized under “The Transactions – Opinions of Coty’s Financial Advisors” are being provided under separate cover by counsel for Morgan Stanley and Barclays on a
confidential and supplemental basis pursuant to Rule 418 under the Securities Act of 1933, as amended, and Rule 12b-4 under the Securities Exchange Act of 1934, as amended. In accordance with such Rules, counsel for Morgan Stanley and Barclays has
requested that these materials be returned promptly following completion of the Staff’s review thereof. By separate letter, counsel for Morgan Stanley and Barclays has also requested confidential treatment of these materials pursuant to the
provisions of 17 C.F.R. § 200.83.

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.

Response:

 The Company intends to file the
remaining exhibits, including legal and tax opinions, as soon as practicable in order to give the Staff adequate time to review them.

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.

Response:

 The financial statements and
related disclosures and the pro forma financial information in Amendment No. 1 have been updated in accordance with the updating requirements of Rule 3-12 of Regulation S-X. The Company, P&G and Galleria Company have also provided updated
consents from their respective independent registered public accounting firms as Exhibits 23.1, 23.2 and 23.3, respectively, to Amendment No. 1.

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

Response:

 The Company’s significance
calculations related to its recent acquisition of the Brazilian Beauty Business are being provided under separate cover on a confidential and supplemental basis pursuant to Rule 418 under the Securities Act of 1933, as amended, and Rule 12b-4 under
the Securities Exchange Act of 1934, as amended. In accordance with such Rules, we have requested that these materials be returned promptly following completion of the Staff’s review thereof. By separate letter, we have requested confidential
treatment of these materials pursuant to the provisions of 17 C.F.R. § 200.83.

 Coverpage

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

 Response:

The Company respectfully acknowledges the Staff’s comment. However, the Company respectfully advises the Staff that, at this time, the
Company is not able to provide an aggregate purchase price. As an alternative, the Company discloses on the cover page of the prospectus the relative share ownership of P&G shareholders and the Company’s shareholders in the Company on a
fully diluted basis immediately after the Merger.

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

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

Response:

 The Company respectfully
advises the Staff that no termination fee is currently payable under the Transaction Agreement. As described on page 204 of Amendment No. 1, the Company would have been obligated to pay to P&G a termination fee of $400 million if P&G
terminated the Transaction Agreement as a result of the Company’s failure to deliver, within 24 hours following execution of the Transaction Agreement, a consent of holders of at least 50.1% of the shares of the Company’s class A and class
B common stock authorizing the issuance of shares of the Company’s common stock in the Merger and approving and adopting an amendment to the Company’s certificate of incorporation to increase the Company’s authorized share capital.
The Company delivered the stockholder consent within this 24-hour period and therefore the Company will not be required to pay the termination fee, whether or not the Transactions are completed. The Transaction Agreement does not otherwise provide
for the payment of a termination fee if the agreement is terminated.

 Accordingly, the Company advises the Staff that a Q&A and risk
factor disclosing a termination fee with respect to the Transactions would not be meaningful to investors.

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 shareholders of an Ohio corporation.

 Response:

 In
response to the Staff’s comment, the Company revised the disclosure on page 20 of Amendment No. 1.

 What will happen in the transaction?,
page 16

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

 Response:

The Company respectfully advises the Staff that the amount of liabilities to be assumed by Galleria Company will not be known until the
Recapitalization occurs. In response to the Staff’s comment, the Company revised the disclosure on page 16 of Amendment No. 1 to include a cross-reference to “Selected Historical and Pro Forma Financial Data—Unaudited Condensed
Combined Pro Forma Financial Statements of Coty,” which section includes information regarding the amount of quantifiable liabilities that would have been assumed by Galleria Company if the Transactions were to have occurred on March 31,
2016, which is the date of the pro forma balance sheet presented therein.

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

 Response:

The Company respectfully advises the Staff that the amount of cash to be distributed by Galleria Company to P&G will not be known until the
Recapitalization occurs. In response to the Staff’s comment, the Company revised the disclosure on page 16 of Amendment No. 1 to include a cross-reference to “Selected Historical and Pro Forma Financial Data—Unaudited Condensed
Combined Pro Forma Financial Statements of Coty,” which section includes information regarding the debt expected to be incurred under the Galleria Senior Secured Credit Facilities, the proceeds of which will be used, along with any cash
contributed to Galleria Company by P&G, to purchase or otherwise obtain certain Galleria assets from P&G prior to the Transactions, with any borrowed amounts remaining after these asset purchases to be distributed by Galleria Company to
P&G prior to the Distribution. As discussed in the notes to the pro forma financial statements, the amount of debt to be incurred by Galleria Company is not yet known and will depend on the Recapitalization Amount. The Recapitalization Amount
will be determined in part based on a reference price range of the Company’s common stock prior to the closing of the Merger. As reflected in adjustment (c) to Note 2 of the pro forma financial statements, the full amount of borrowings
under the Galleria Senior Secured Credit Facilities expected to be drawn is presented as a distribution to P&G. Such amount will fluctuate as additional information becomes available. The information included in Amendment No. 1 regarding
the Recapitalization Amount, including the debt expected to be incurred under the Galleria Senior Secured Credit Facilities and the estimated Distribution to P&G, is presented as if the Transactions occurred on March 31, 2016, which is the
date of the pro forma balance sheet presented therein, and is calculated based on the closing price of the Company’s common stock on May 25, 2016.

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

 Response:

 Please refer to the Company’s responses to Comment Nos. 9 and 10 above.

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.

 Response:

 In response to the Staff’s comment, the Company revised the disclosure on pages 3, 17, 18, 25, 67, 155, 158, 198, 203, 232, 242,
243, 244 and 246 of Amendment No. 1.

 Opinions of Coty’s Financial Advisors, page 35

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

 Response:

 The Company acknowledges the Staff’s comment and respectfully advises the Staff that the
advisory fees, including the amounts contingent on the closing of the Transactions, have already been disclosed on pages 182 and 191 of Amendment No. 1.

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.

 Response:

In response to the Staff’s comment, the Company revised the disclosure on page 63 of Amendment No. 1.

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

Response:

 In response to the Staff’s
comment, the Company revised the disclosure on page 67 of Amendment No. 1.

 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 condition 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.

Response:

 The Company estimates that the
failure to complete the Transactions could result in unrecoverable costs of approximately $300 million to the Company as of the date hereof, which include costs already incurred related to integration efforts as well as costs that would be required
to exit signed agreements. The Company continues to refine its estimates and such estimates are subject to revision prior to completion of the Transactions.

Coty expects to incur significant one-time costs associated with the Transactions that could affect the period-to-period operating 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.

 Response:

In response to the Staff’s comment, the Company revised the disclosure on page 61 of Amendment No. 1. The Company advises the Staff
that it continues to refine its cost estimates and that such estimates are subject to revision in subsequent amendments to the Registration Statement.

Management’s Discussion and Analysis of Financial Condition and Results 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.

 Response:

The Management’s Discussion and Analysis of Financial Condition and Results of Operations of P&G Beauty Brands (“MD&A”)
included in Amendment No. 1 beginning on page 115 has been updated to present a discussion of results as of and for the nine months ended March 31, 2016. In response to the Staff’s comment, the updated MD&A includes, where
appropriate, additional discussion of the results of the Divested Brands during the periods 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.

 Response:

In response to the Staff’s comment, the updated MD&A includes, where appropriate, additional discussion of the results of the Excluded
Brands during the periods presented as well as a discussion on page 119 of Amendment No. 1 of the reason the Excluded Brands have been excluded from the transaction with the Company.

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

Response:

 In response to the Staff’s
comment, the updated MD&A includes a discussion of sales volume changes that differentiates between developed and developing markets with additional discussion of relevant factors as well as market share changes.

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

Response:

 In response to the Staff’s comment, the updated MD&A includes additional discussion of
the facts and circumstances that increased the effective tax rate between the periods presented. See pages 123 and 126 of Amendment No. 1.

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

22.
When the terms of the Recapitalization are determined, please tell us if you inte