Transaction Agreement (2016)Full Document 

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FOURTH AMENDMENT TO

TRANSACTION AGREEMENT

This Fourth Amendment to the Transaction Agreement (this "Amendment"), dated August 25, 2016, is by and among The Procter & Gamble Company, an Ohio corporation ("Parent"), Galleria Co., a Delaware corporation ("SplitCo"), Coty Inc., a Delaware corporation ("Acquiror"), and Green Acquisition Sub Inc., a Delaware corporation ("Merger Sub"), and amends that certain Transaction Agreement, dated July 8, 2015 and amended August 13, 2015, February 19, 2016 and May 25, 2016, by and among Parent, SplitCo, Acquiror and Merger Sub (the "Agreement") and certain deliveries to be made thereunder, all as contemplated by Section 10.06 of the Agreement. The capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

NOW, THEREFORE, the Parties hereby agree as follows:

ARTICLE I

AMENDMENTS

Section 1.1 Accounts Receivable.

a. Section 1.05(a)(xvii) of the Agreement is hereby deleted in its entirety and replaced with the following:

"(xvii) all accounts receivable that are either (A) primarily related to the Galleria Business and held by SplitCo or any Galleria Entity or (B) primarily related to the Salon Professional Business or the Mercury Business, including (notwithstanding anything to the contrary in this Agreement) all accounts receivable primarily related to the Dolce & Gabbana Business or the Christina Aguilera Business, other than accounts receivable primarily related to the Mercury Business in Russia."

b. Section 5.21(e) of the Agreement is hereby deleted in its entirety and replaced with the following:

"(e) Transfer of Accounts Receivable. Prior to the Closing, Parent will cause (i) all accounts receivable that are either (A) primarily related to the Galleria Business and held by SplitCo or any Galleria Entity or (B) primarily related to the Salon Professional Business or the Mercury Business, including (notwithstanding anything to the contrary in this Agreement) all accounts receivable primarily related to the Dolce & Gabbana Business or the Christina Aguilera Business, other than accounts receivable primarily related to the Mercury Business in Russia and (ii) all other rights to payment and security for payments to the extent they relate to the Galleria Business to be held by a member of the Galleria Group."

c. Section 1.05(b)(i) of the Parent Disclosure Letter is hereby amended such that the following disclosure will be added as a new item 11 under the "Mercury" heading:


"11. All accounts receivable primarily related to the Mercury Business in Russia, other than accounts receivable that are primarily related to the Galleria Business and held by SplitCo or any Galleria Entity."

d. Section 11.01(b) of the Parent Disclosure Letter is hereby amended so as to delete the text under the heading "Accounts Receivable, other" and replace such text with the following:

"Accounts receivable – other represent receivables owed to the business for activities such as supplier rebates or other miscellaneous sales receivables. Except with respect to the Salon Professional Business and the Mercury Business, including (notwithstanding anything to the contrary in this Agreement) all accounts receivable primarily related to the Dolce & Gabbana Business or the Christina Aguilera Business, the Cut-Off Date Adjustment Statement excludes accounts receivable that are not held by SplitCo or any Galleria Entity. The amount of accounts receivable attributable to the Mercury Business reflected in the Cut-Off Date Adjustment Statement will be discounted by 2%."

e. Article XI of the Agreement is hereby amended so as to add the following defined terms:

"Christina Aguilera Business" means the portion of the Mercury Business marketed under the Christina Aguilera brand.

"Dolce & Gabbana Business" means the portion of the Mercury Business marketed under the Dolce & Gabbana brand.

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