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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