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DEBT | 12 Months Ended
--- | ---
Jun. 30, 2022
Debt Disclosure [Abstract] |
DEBT | DEBT
| June 30, 2022 |  | June 30, 2021
Short-term debt | $ | — |  |  | $ | — |
Senior Secured Notes |  |  |
2026 Dollar Senior Secured Notes due April 2026 | 900.0 |  |  | 900.0 |
2026 Euro Senior Secured Notes due April 2026 | 731.8 |  |  | 833.3 |
2029 Dollar Senior Secured Notes due January 2029 | 500.0 |  | — |
2018 Coty Credit Agreement |  |  |
2018 Coty Revolving Credit Facility due April 2023 | — |  |  | 670.0 |
2021 Coty Revolving Credit Facility due April 2025 | 273.6 |  |  | — |
2018 Coty Term A Facility due April 2023 | — |  |  | 114.0 |
2018 Coty Term B Facility due April 2025 | 1,239.2 |  |  | 1,461.7 |
Senior Unsecured Notes |  |  |
2026 Dollar Notes due April 2026 | 550.0 |  |  | 550.0 |
2023 Euro Notes due April 2023 | — |  |  | 654.7 |
2026 Euro Notes due April 2026 | 261.4 |  |  | 297.6 |
Brazilian Credit Facilities | 42.4 |  |  | — |
Other long-term debt and capital lease obligations | 0.1 |  |  | 0.2 |
Total debt | 4,498.5 |  |  | 5,481.5 |
Less: Short-term debt and current portion of long-term debt | (23.0) |  |  | (24.2) |
Total Long-term debt | 4,475.5 |  |  | 5,457.3 |
Less: Unamortized financing fees | (41.8) |  |  | (51.7) |
Less: Discount on long-term debt | (24.6) |  |  | (4.6) |
Total Long-term debt, net | $ | 4,409.1 |  |  | $ | 5,401.0 |
Short-Term Debt The Company maintains short-term lines of credit with financial institutions around the world. Total available lines of credit were $43.1 and $88.5, of which nil and nil were outstanding at June 30, 2022 and 2021, respectively. Interest rates on these short-term lines of credit vary depending on market rates for borrowings within the respective geographic locations plus applicable spreads. Interest rates plus applicable spreads on these lines ranged from 1.2% to 15.9% and from 0.4% to 2.2% as of June 30, 2022 and 2021, respectively. The weighted-average interest rate on short-term debt outstanding was 0.0% and 0.0% as of June 30, 2022 and 2021, respectively. In addition, the Company had undrawn letters of credit of $14.3 and $15.0 and bank guarantees of $17.2 and $31.2 as of June 30, 2022 and 2021, respectively. Long-Term Debt The Company’s long-term debt facilities consisted of the following as of June 30, 2022 and 2021:
Facility |  | Maturity Date |  | Borrowing Capacity (in millions) as of June 30, 2022 |  | Interest Rate Terms |  | Applicable Interest Rate Spread as of June 30, 2022 |  | Debt Discount |  | Repayment Schedule
Fiscal 2022
2029 Dollar Senior Secured Notes |  | January 2029 |  | $500.0 |  | 4.75% per annum, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2022 |  | 4.75% |  | N/A(b) |  | Payable in full at maturity date
2021 Coty Revolving Credit Facility (i) |  | April 2025 |  | $2,000.0 |  | LIBOR(a) plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio (c) (d) (e) |  | 1.75% |  | N/A(b) |  | Payable in full at maturity date
Brazilian Credit Facilities - October 2023 |  | October 2023 |  | $31.9 |  | 3.48% per annum, payable quarterly in arrears beginning on July 5, 2022 |  | 3.48% |  | N/A(b) |  | Payable in full at maturity date
Brazilian Credit Facilities - September 2023 |  | September 2023 |  | $10.5 |  | 3.74% per annum, payable quarterly in arrears beginning on June 30, 2022 |  | 3.74% |  | N/A(b) |  | Payable in full at maturity date
Fiscal 2022 and Fiscal 2021
2026 Dollar Senior Secured Notes |  | April 2026 |  | $900.0 |  | 5.0% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021 |  | 5.000% |  | N/A(b) |  | Payable in full at maturity date
2026 Euro Senior Secured Notes |  | April 2026 |  | €700.0 |  | 3.875% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2021 |  | 3.875% |  | N/A(b) |
2018 Coty Revolving Credit Facility |  | April 2023 |  | $— (f) |  | LIBOR(a) plus a margin ranging from 1.00% to 2.00% per annum or a base rate plus a margin ranging from 0.00% to 1.00% per annum, based on the Company’s total net leverage ratio (c) (d) (e) |  | 1.75% |  | N/A(b) |  | Payable in full at maturity date
2018 Coty Term A Facility - EUR Portion |  | April 2023 |  | €— (g) |  |  | 1.75% |  | N/A(b) |  | Quarterly repayments beginning September 30, 2018 at 1.25% of original principal amount
2018 Coty Term B Facility - USD Portion (i) |  | April 2025 |  | $759.0 (g) |  | LIBOR(a) plus a margin of 2.25% per annum or a base rate plus a margin of 1.25% per annum (d) |  | 2.25% |  | 0.25% |  | Quarterly repayments beginning September 30, 2018 at 0.25% of original principal amount
2018 Coty Term B Facility - EUR Portion (i) |  | April 2025 |  | €459.3 (g) |  | LIBOR(a) plus a margin of 2.50% per annum (d) |  | 2.50% |  | 0.25% |
2026 Dollar Notes |  | April 2026 |  | $550.0 |  | 6.5% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018 |  | N/A(b) |  | N/A(b) |  | Payable in full at maturity date
2023 Euro Notes |  | April 2023 |  | €— (h) |  | 4.0% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018 |  | N/A(b) |  | N/A(b) |
2026 Euro Notes |  | April 2026 |  | €250.0 |  | 4.75% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018 |  | N/A(b) |  | N/A(b) |
(a)As defined in the Interest section below. (b)N/A - Not Applicable. (c)As defined per the 2018 Coty Credit Agreement, as amended. (d)The selection of the applicable one, two, three, six or twelve month interest rate for the period is at the discretion of the Company. (e)The Company will pay to the Revolving Credit Facility lenders an unused commitment fee calculated at a rate ranging from 0.10% to 0.35% per annum, based on the Company’s total net leverage ratio(d). As of June 30, 2022 and 2021, the applicable rate on the unused commitment fee was 0.25% and 0.30%, respectively. (f)As a result of the amendments entered into in fiscal 2022, the 2018 Coty Revolving Credit Facility was refinanced and replaced by the 2021 Coty Revolving Credit Facility due April 5, 2025 (as described below). (g)As a result of the debt prepayments in fiscal 2022 (as described below), the capacities of the 2018 Coty Term A Facility - EUR portion, and the 2018 Coty Term B Facility - USD portion and - EUR portion permanently decreased from €95.7, $849.0 and €514.8, respectively. (h)The 2023 Euro Notes were fully redeemed in the fourth quarter of fiscal 2022 (as described below). (i)Except as described below in amendments to the 2018 Coty Credit Agreement (as defined below), original terms of the 2018 Coty Credit Agreement apply to these debt facilities. Recent Developments Brazilian Credit Facilities On April 1, 2022, a wholly-owned subsidiary of the Company entered into two separate agreements that mature in September and October 2023, which established new U.S. Dollar-denominated credit facilities in Brazil (the “Brazilian Credit Facilities”) in the amounts of $10.5 and $31.9, respectively. Early Bond Redemption The Company issued a notice of full redemption of the 2023 Euro Notes (as defined below) on February 15, 2022 and redeemed the 2023 Euro Notes on April 15, 2022 in the amount of €550.0 million (approximately $606.4). The Company utilized cash on hand of $480.7 and drew down $125.7 on the 2021 Coty Revolving Credit Facility (as defined below) for the redemption. Revolving Credit Facility On September 30, 2021, the Company entered into an amendment to the 2018 Coty Credit Agreement (as defined below) to permanently reduce the existing 2018 Coty Revolving Credit Facility (as defined below) by $700.0 and add a new class of incremental revolving facilities in an aggregate principal amount of $700.0 that matures on April 5, 2025 (the "September 2021 Coty Revolving Credit Facility"). On November 30, 2021, the Company entered into an amendment to the 2018 Coty Credit Agreement (as defined below) that established a new class of senior secured revolving credit facility of $2,000.0 maturing on April 5, 2025 (the "2021 Coty Revolving Credit Facility"), which refinanced and replaced the 2018 Coty Revolving Credit Facility due April 5, 2023 and the September 2021 Coty Revolving Credit Facility due April 5, 2025 (the "2021 Revolver Refinancing"). Debt Paydowns and Waiver of Reinvestment Balance In October 2021 and January 2022, the Company completed the sale of certain real estate holdings, and in accordance with the 2018 Coty Credit Agreement, as amended, the Company utilized the proceeds from the sale to pay down a portion of the outstanding balances of the 2018 Coty Term A Facility and 2018 Coty Term B Facility (as defined below). As a result of the October 2021 prepayments, the outstanding principal balances of the 2018 Coty Term A Facility and the U.S. dollar portion of the 2018 Coty Term B Facility were reduced by €6.2 million (approximately $7.2) and $91.9, respectively. As a result of the January 2022 prepayments, the outstanding principal balances of the euro and U.S. dollar portions of the 2018 Coty Term B Facility were reduced by €13.9 million (approximately $15.7) and $22.3, respectively. In connection with the November 30, 2021 amendment to the 2018 Coty Credit Agreement, the Company received consent from the participating banks to eliminate the requirements to utilize or repay the Reinvestment Balance (as defined below). Offering of Senior Secured Notes On November 30, 2021, the Company issued an aggregate principal amount of $500.0 of 4.75% senior secured notes due 2029 ("2029 Dollar Senior Secured Notes"). Coty received gross proceeds of $500.0 in connection with the offering of the 2029 Dollar Senior Secured Notes. In accordance with the 2018 Coty Credit Agreement, as amended, a portion of the gross proceeds received were utilized to pay down the remaining outstanding principal balance of the 2018 Coty Revolving Credit Facility of $394.0 and the 2018 Coty Term A Facility of €89.5 million (approximately $100.4). Senior Secured Notes On June 16, 2021, the Company issued an aggregate principal amount of €700.0 million of 3.875% senior secured notes due 2026 (the “2026 Euro Senior Secured Notes”) in a private offering. Coty received gross proceeds of €700.0 million in connection with the offering of the 2026 Euro Senior Secured Notes. On April 21, 2021, the Company issued an aggregate principal amount of $900.0 of 5.00% senior secured notes due 2026 (the “2026 Dollar Senior Secured Notes” and, together with the 2026 Euro Senior Secured Notes and 2029 Dollar Senior Secured Notes, the “Senior Secured Notes”). Coty received gross proceeds of $900.0 in connection with the offering of the 2026 Dollar Senior Secured Notes. Coty used the gross proceeds of the offerings of the Senior Secured Notes to repay a portion of the term loans outstanding under the existing credit facilities and to pay related fees and expenses thereto. See the above Recent Developments section for the 2029 Dollar Senior Secured Notes offering issued in November 2021. The Senior Secured Notes are senior secured obligations of Coty and are guaranteed on a senior secured basis by each of Coty’s wholly-owned domestic subsidiaries that guarantees Coty’s obligations under its existing senior secured credit facilities and are secured by first priority liens on the same collateral that secures Coty’s obligations under its existing senior secured credit facilities, as described below. The Senior Secured Notes and the guarantees are equal in right of payment with all of Coty’s and the guarantors’ respective existing and future senior indebtedness and are pari passu with all of Coty’s and the guarantors’ respective existing and future indebtedness that is secured by a first priority lien on the collateral, including the existing senior secured credit facilities, to the extent of the value of such collateral. Optional Redemption Applicable Premium The indentures governing the Senior Secured Notes specify the Applicable Premium (as defined in the respective indentures) to be paid upon early redemption of some or all of the Senior Secured Notes prior to, and on or after, April 15, 2023 for the 2026 Euro Senior Secured Notes and 2026 Dollar Senior Secured Notes, and January 15, 2025 for the 2029 Dollar Senior Secured Notes (the "Early Redemption Dates"). The Applicable Premium related to the respective Senior Secured Notes on any redemption date and as calculated by the Company is the greater of: (1)1.0% of the then outstanding principal amount of the respective Senior Secured Notes; and (2)the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of such respective Senior Secured Notes that would apply if such respective notes were redeemed on the respective Early Redemption Dates, (such redemption price is expressed as a percentage of the principal amount being set forth in the table appearing in the Redemption Pricing section below), plus (ii) all remaining scheduled payments of interest due on the respective Senior Secured Notes to and including the respective Early Redemption Dates, (excluding accrued but unpaid interest, if any, to, but excluding, the redemption date), with respect to each of subclause (i) and (ii), computed using a discount rate equal to the Treasury Rate in the case of the 2026 Dollar Senior Secured Notes and 2029 Dollar Senior Secured Notes, or Bund Rate in the case of the 2026 Euro Senior Secured Notes (both Treasury Rate and Bund Rate as defined in the respective indentures) as of such redemption date plus 50 basis points; over (b) the principal amount of the respective Senior Secured Notes. Redemption Pricing At any time and from time to time prior to the Early Redemption Dates, the Company may redeem some or all of the respective notes at redemption prices equal to 100% of the respective principal amounts being redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates. At any time on or after the Early Redemption Dates, the Company may redeem some or all of the respective notes at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on respective dates of each of the years indicated below:
| Price
For the period beginning | 2026 Dollar Senior Secured Notes |  | 2026 Euro Senior Secured Notes |  | 2029 Dollar Senior Secured Notes
Year | April 15, |  | January 15,
2023 | 102.500% |  | 101.938% |  | N/A
2024 | 101.250% |  | 100.969% |  | N/A
2025 | 100.000% |  | 100.000% |  | 102.375%
2026 | N/A |  | N/A |  | 101.188%
2027 and thereafter | N/A |  | N/A |  | 100.000%
2018 Coty Credit Agreement On April 5, 2018, the Company entered into a new credit agreement (the "2018 Coty Credit Agreement"), which amended and restated the prior Coty credit agreement. The 2018 Coty Credit Agreement provided for (a) the incurrence by the Company of (1) a senior secured term A facility in an aggregate principal amount of (i) $1,000.0 denominated in U.S. dollars and (ii) €2,035.0 million denominated in euros (the “2018 Coty Term A Facility”) and (2) a senior secured term B facility in an aggregate principal amount of (i) $1,400.0 denominated in U.S. dollars and (ii) €850.0 million denominated in euros (the “2018 Coty Term B Facility”) and (b) the incurrence by the Company and Coty B.V., a Dutch subsidiary of the Company (the “Dutch Borrower” and, together with the Company, the “Borrowers”), of a senior secured revolving facility in an aggregate principal amount of $3,250.0 denominated in U.S. dollars, specified alternative currencies or other currencies freely convertible into U.S. dollars and readily available in the London interbank market (the “2018 Coty Revolving Credit Facility”) (the 2018 Coty Term A Facility, together with the 2018 Coty Term B Facility and the 2018 Coty Revolving Credit Facility, the “2018 Coty Credit Facilities”). The 2018 Coty Credit Agreement provides that with respect to the 2018 Coty Revolving Credit Facility, up to $150.0 is available for letters of credit and up to $150.0 is available for swing line loans. The 2018 Coty Credit Agreement also permits, subject to certain terms and conditions, the incurrence of incremental facilities thereunder in an aggregate amount of (i) $1,700.0 plus (ii) an unlimited amount if the First Lien Net Leverage Ratio (as defined in the 2018 Coty Credit Agreement), at the time of incurrence of such incremental facilities and after giving effect thereto on a pro forma basis, is less than or equal to 3.00 to 1.00. The obligations of the Company under the 2018 Coty Credit Agreement are guaranteed by the material wholly-owned subsidiaries of the Company organized in the U.S., subject to certain exceptions (the “Guarantors”) and the obligations of the Company and the Guarantors under the 2018 Coty Credit Agreement are secured by a perfected first priority lien (subject to permitted liens) on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. The Dutch Borrower does not guarantee the obligations of the Company under the 2018 Coty Credit Agreement or grant any liens on its assets to secure any obligations under the 2018 Coty Credit Agreement. On June 27, 2019, the Company entered into an amendment (“2019 Amendment”) to the 2018 Coty Credit Agreement. The 2019 Amendment modified the 2018 Coty Credit Agreement by amending the financial covenants to (i) delay until March 31, 2022 the total net leverage ratio step down from 5.25 to 5.0 (as further described in the Covenants section below), (ii) extend the applicable window for certain cost savings add-backs in the calculation of Adjusted EBITDA for purpose of determining the total net leverage ratio, and (iii) amend the determination of the exchange rate to be used for purposes of calculating “Total Indebtedness” (as defined in the 2018 Coty Credit Agreement) for purposes of the total net leverage ratio, and decreasing the total commitments under the revolving credit facility by $500.0 to $2,750.0. On November 30, 2020, the Company completed the strategic transaction with KKR for the sale of a majority stake in the Wella Business. As part of the transaction, Coty received initial cash proceeds of $2,451.7 for the sale of its 60% stake in the Wella Business and its pro rata share of Wella's return of capital distribution of $448.0, and retained a 40% stake in Wella (see Note 4—Business Combinations, Asset Acquisitions and Divestitures). In accordance with the 2018 Coty Credit Agreement, as amended, the Company utilized $2,015.5 of the net proceeds to pay down its 2018 Coty Term A and B Facilities on a pro rata basis and reserved a maximum of $500.0 for reinvestment in the business, as defined in the 2018 Coty Credit Agreement, as amended, ("the Reinvestment Balance"). As a result of the prepayments, the outstanding balances of the 2018 Coty Term A and B Facilities were reduced by $1,135.7 and $879.8, respectively. See the above Recent Developments section for information on the amendments to the 2018 Coty Credit Agreement during fiscal 2022, the prepayments made in October 2021, the Reinvestment Balance waiver and the 2021 Revolver Refinancing. Senior Unsecured Notes On April 5, 2018 the Company issued, at par, $550.0 of 6.50% senior unsecured notes due 2026 (the “2026 Dollar Notes”), €550.0 million of 4.00% senior unsecured notes due 2023 (the “2023 Euro Notes”) and €250.0 million of 4.75% senior unsecured notes due 2026 (the “2026 Euro Notes” and, together with the 2023 Euro Notes, the “Euro Notes,” and the Euro Notes together with the 2026 Dollar Notes, the “Senior Unsecured Notes”) in a private offering. The Senior Unsecured Notes are senior unsecured debt obligations of the Company and will be pari passu in right of payment with all of the Company’s existing and future senior indebtedness (including the 2018 Coty Credit Facilities). The Senior Unsecured Notes are guaranteed, jointly and severally, on a senior basis by the Guarantors. The Senior Unsecured Notes are senior unsecured obligations of the Company and are effectively junior to all existing and future secured indebtedness of the Company to the extent of the value of the collateral securing such secured indebtedness. The related guarantees are senior unsecured obligations of each Guarantor and are effectively junior to all existing and future secured indebtedness of such Guarantor to the extent of the value of the collateral securing such indebtedness. The 2026 Dollar and Euro Notes will mature on April 15, 2026. The 2026 Dollar Notes will bear interest at a rate of 6.50% per annum. The 2026 Euro Notes will bear interest at a rate of 4.75% per annum. Interest on the 2026 Dollar and Euro Notes is payable semi-annually in arrears on April 15 and October 15 of each year. See the above Recent Developments section for the early redemption of the 2023 Euro Notes in the fourth quarter of fiscal 2022. Upon the occurrence of certain change of control triggering events with respect to a series of Senior Unsecured Notes, the Company will be required to offer to repurchase all or part of the Senior Unsecured Notes of such series at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the purchase date applicable to such Senior Unsecured Notes. The Senior Unsecured Notes contain customary covenants that place restrictions in certain circumstances on, among other things, incurrence of liens, entry into sale or leaseback transactions, sales of all or substantially all of the Company’s assets and certain merger or consolidation transactions. The Senior Unsecured Notes also provide for customary events of default. Optional Redemption As of June 30, 2022, the Company may at any time redeem some or all of the 2026 Dollar Notes and 2026 Euro Notes, respectively, at the redemption prices (expressed in percentage of principal amount) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption dates, if redeemed during the twelve-month period beginning on April 15 of each of the years indicated below:
| Price
Year | 2026 Dollar Notes |  |  |  | 2026 Euro Notes
2022 | 103.2500% |  |  |  | 102.3750%
2023 | 101.6250% |  |  |  | 101.1875%
2024 and thereafter | 100.0000% |  |  |  | 100.0000%
Deferred Issuance Costs For the fiscal years ended June 30, 2022, 2021 and 2020, the Company capitalized deferred financing fees of $9.2, $25.4, and $13.4, respectively. The Company incurred $27.0, $0.0 and $0.8 in third-party debt issuance costs during the fiscal years ended June 30, 2022, 2021 and 2020, respectively, which were recorded as Other income, net in the Consolidated Statement of Operations. Write-offs In fiscal 2022, the Company wrote off $4.7 of unamortized deferred financing fees and $0.4 of unamortized debt discounts due to the early redemption of the 2023 Euro Notes, the prepayments of the 2018 Coty Term A and B Facilities and the refinancing of the 2018 Coty Revolving Credit Facility. In fiscal 2021, the Company wrote off $21.1 of unamortized deferred financing fees and $3.1 of unamortized debt discounts as the prepayments of the 2018 Coty Term A and B Facilities were considered partial extinguishments of debt. There were no write offs in fiscal 2020. The write-offs of the unamortized deferred financing fees and unamortized debt discounts are included in Other income, net in the Consolidated Statements of Operations. Interest The 2018 Coty Credit Agreement facilities will bear interest at rates equal to, at the Company’s option, either: •LIBOR of the applicable qualified currency, of which the Company can elect the applicable one, two, three, six or twelve month rate, plus the applicable margin; or •Alternate base rate (“ABR”) plus the applicable margin. In the case of the 2021 Coty Revolving Credit Facility, the applicable margin means the lesser of a percentage per annum to be determined in accordance with the leverage-based pricing grid and the debt rating-based grid below:
Pricing Tier |  | Total Net Leverage Ratio: |  | LIBOR plus: |  | Alternative Base Rate Margin:
1.0 |  | Greater than or equal to 4.75:1 |  | 2.000% |  | 1.000%
2.0 |  | Less than 4.75:1 but greater than or equal to 4.00:1 |  | 1.750% |  | 0.750%
3.0 |  | Less than 4.00:1 but greater than or equal to 2.75:1 |  | 1.500% |  | 0.500%
4.0 |  | Less than 2.75:1 but greater than or equal to 2.00:1 |  | 1.250% |  | 0.250%
5.0 |  | Less than 2.00:1 but greater than or equal to 1.50:1 |  | 1.125% |  | 0.125%
6.0 |  | Less than 1.50:1 |  | 1.000% |  | —%
Pricing Tier |  | Debt Ratings S&P/Moody’s: |  | LIBOR plus: |  | Alternative Base Rate Margin:
5.0 |  | Less than BB+/Ba1 |  | 2.000% |  | 1.000%
4.0 |  | BB+/Ba1 |  | 1.750% |  | 0.750%
3.0 |  | BBB-/Baa3 |  | 1.500% |  | 0.500%
2.0 |  | BBB/Baa2 |  | 1.250% |  | 0.250%
1.0 |  | BBB+/Baa1 or higher |  | 1.125% |  | 0.125%
In the case of the U.S. dollar portion of the 2018 Coty Term B Facility, the applicable margin means 2.25% per annum, in the case of LIBOR loans, and 1.25% per annum, in the case of ABR loans. In the case of the Euro portion of the 2018 Coty Term B Facility, the applicable margin means 2.50% per annum, in the case of EURIBOR loans. In no event will LIBOR be deemed to be less than 0.00% per annum. Fair Value of Debt
| June 30, 2022 |  | June 30, 2021
| Carrying Amount |  | Fair Value |  | Carrying Amount |  | Fair Value
Senior Secured Notes | $ | 2,131.8 |  |  | $ | 1,914.1 |  |  | $ | 1,733.3 |  |  | $ | 1,749.1 |
2018 Coty Credit Agreement | 1,512.8 |  |  | 1,451.5 |  |  | 2,245.7 |  |  | 2,188.5 |
Senior Unsecured Notes | 811.4 |  |  | 733.5 |  |  | 1,502.3 |  |  | 1,500.5 |
Brazilian Credit Facilities | 42.4 |  |  | 48.2 |  |  | — |  |  | — |
The Company uses the market approach to value its debt instruments. The Company obtains fair values from independent pricing services or utilizes the USD LIBOR curve to determine the fair value of these debt instruments. Based on the assumptions used to value these liabilities at fair value, these debt instruments are categorized as Level 2 in the fair value hierarchy. Debt Maturities Schedule Aggregate maturities of the Company’s long-term debt, including the current portion of long-term debt and excluding capital lease obligations as of June 30, 2022, are presented below:
Fiscal Year Ending June 30, |
2023 | $ | 22.9 |
2024 | 65.3 |
2025 | 1,467.0 |
2026 | 2,443.2 |
2027 | — |
Thereafter | 500.0 |
Total | $ | 4,498.4 |
Covenants The 2018 Coty Credit Agreement contains affirmative and negative covenants. The negative covenants include, among other things, limitations on debt, liens, dispositions, investments, fundamental changes, restricted payments and affiliate transactions. With certain exceptions as described below, the 2018 Coty Credit Agreement, as amended, includes a financial covenant that requires us to maintain a Total Net Leverage Ratio (as defined below), equal to or less than the ratios shown below for each respective test period.
Quarterly Test Period Ending |  | Total Net Leverage Ratio (a)
June 30, 2022 |  | 4.75 to 1.00
September 30, 2022 |  | 4.50 to 1.00
December 31, 2022 |  | 4.25 to 1.00
March 31, 2023 through April 5, 2025 |  | 4.00 to 1.00
(a)Total Net Leverage Ratio means, as of any date of determination, the ratio of: (a) (i) Total Indebtedness minus (ii) unrestricted and Cash Equivalents of the Parent Borrower and its Restricted Subsidiaries as determined in accordance with GAAP to (b) Adjusted EBITDA for the most recently ended Test Period (each of the defined terms, including Adjusted EBITDA, used within the definition of Total Net Leverage Ratio have the meanings ascribed to them within the 2018 Coty Credit Agreement, as amended). Adjusted EBITDA, as defined in the 2018 Coty Credit Agreement, as amended, includes certain add backs related to cost savings, unusual events such as COVID-19, operating expense reductions and future unrealized synergies subject to certain limits and conditions as specified in the 2018 Coty Credit Agreement, as amended. In the four fiscal quarters following the closing of any Material Acquisition (as defined in the 2018 Coty Credit Agreement, as amended), including the fiscal quarter in which such Material Acquisition occurs, the maximum Total Net Leverage Ratio shall be the lesser of (i) 5.95 to 1.00 and (ii) 1.00 higher than the otherwise applicable maximum Total Net Leverage Ratio for such quarter (as set forth in the table above). Immediately after any such four fiscal quarter period, there shall be at least two consecutive fiscal quarters during which the Company’s Total Net Leverage Ratio is no greater than the maximum Total Net Leverage Ratio that would otherwise have been required in the absence of such Material Acquisition, regardless of whether any additional Material Acquisitions are consummated during such period. As of June 30, 2022, the Company was in compliance with all covenants contained within the 2018 Coty Credit Agreement, as amended.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI https://asc.fasb.org/topic&trid=2208564 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (h) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (c) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (d) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(c)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (g) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1C -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1E -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1I -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 1B -Subparagraph (i) -URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611 + Details
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