Item 1.01 Entry Into a Material Definitive Agreement.



On November 6, 2021, the Coty Inc. (the "Company") entered into a Redemption
Agreement (the "Redemption Agreement") with KKR Rainbow Aggregator L.P. ("KKR
Rainbow") and Rainbow Capital Group Limited, affiliates of Kohlberg Kravis
Roberts & Co. L.P. ("KKR"), pursuant to which the Company has agreed to sell an
approximately 5% stake in Rainbow JVCo Limited, a company incorporated under the
laws of Jersey ("JVCo"), valued at approximately $215.7 million, in exchange for
the redemption of 154,683 shares of Series B Convertible Preferred Stock, par
value $0.01 per share, of the Company, including approximately $1.4 million of
unpaid dividends related to such shares that will be redeemed for cash (the
"Redemption").

JVCo is a joint venture between the Company and affiliates of KKR that holds the
Professional Beauty (including Professional Hair, OPI and ghd) and Retail Hair
businesses that the Company divested in 2020. Following the Redemption, the
Company will continue to indirectly hold approximately 25.9% of the JVCo shares.

The foregoing description of the Redemption 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 Redemption Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition.



On November 8, 2021, the Company issued a press release announcing its financial
results for its fiscal quarter ended September 30, 2021. The release also
includes forward-looking statements about the Company's outlook. A copy of the
press release is attached as Exhibit 99.1 and is incorporated in this report by
reference.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any other
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the
press release and its earnings call. Reconciliation of these non-GAAP financial
measures to the nearest comparable GAAP financial measures are contained in the
press release attached as Exhibit 99.1.


Item 8.01 Other Events.

KKR Director Designee

Pursuant to the terms of the Investment Agreement, dated as of May 11, 2020 (as
amended by that certain Amendment No. 1 to the Investment Agreement, effective
as of June 1, 2020, the "Investment Agreement"), by and between the Company and
KKR Rainbow, for so long as KKR Rainbow and its permitted transferees (as such
term is defined in the Investment Agreement) continue to beneficially own shares
of Series B Convertible Preferred Stock and/or shares of Class A common stock
that represent, in the aggregate and on an as converted basis, at least 20% of
the number of shares of Class A common stock beneficially owned by KKR Rainbow
and its permitted transferees, on an as converted basis, as of immediately
following the Second Closing (as defined in the Investment Agreement) (such
threshold, the "Second Fall-Away Threshold"), KKR Rainbow is entitled to
designate one director to the Company's Board of Directors. Following the
completion of the Redemption, KKR Rainbow will no longer meet the Second
Fall-Away Threshold and, as a result, KKR Rainbow will no longer be entitled to
designate a director to the Company's Board of Directors. Notwithstanding the
forgoing, it is expected that

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Johannes Huth, a Partner of KKR, will continue to serve as a director on the Company's Board of Directors following the Redemption.

Press Release



On November 8, 2021, the Company issued a press release announcing the execution
of the Redemption Agreement. A copy of the press release is furnished herewith
as Exhibit 99.2 to this Current Report on Form 8-K.


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Item 9.01 Financial Statements and Exhibits



(d)Exhibits:
Exhibit No.              Description
            10.1           Redemption Agreement, dated as of November 6, 2021, by and among Coty
                         Inc., KKR Rainbow Aggregator L.P., Rainbow Capital

Group Limited and Coty JV


                         Holdings S.à r.l.
                           Press release regarding financial results, dated

November 8, 2021, of the


            99.1         Company.
                           Press release,     d    ated November 8, 2021, regarding Redemption
            99.2         Agreement.
               104       Cover Page Interactive Data File (embedded within

the Inline XBRL document).

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