RISK FACTORS

You should carefully consider each of the following risks and all other information contained or incorporated by reference in this prospectus. Some of the risks described below relate principally to the separation of Galleria from P&G, while others relate principally to the business and the industry in which Coty, including Galleria, will operate.

You should also refer to the risk factors included in Coty’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015 for a discussion of the risks that could adversely affect Coty’s business. These risks are relevant to Coty on a standalone basis and are expected to be risks to the combined company following the completion of the Transactions. The risks described below and incorporated by reference herein may not be the only risks that Coty currently faces or will face after the completion of the Transactions. Additional risks and uncertainties not currently known or currently expected to be immaterial may also materially and adversely affect Coty’s business and financial condition or the price of Coty common stock following the completion of the Transactions.

Risks Relating to the Transactions

If the Distribution does not qualify as a tax-free transaction under sections 355 or 368(a)(1)(D) of the Code or the Merger does not qualify as a tax-free “reorganization” under section 368(a) of the Code, including as a result of actions taken in connection with the Distribution or the Merger or as a result of subsequent acquisitions of P&G, Coty or Galleria Company common stock, then P&G and its shareholders may incur substantial U.S. federal income tax liability, and Coty may have substantial indemnification obligations to P&G under the Tax Matters Agreement.

The completion of the Distribution is conditioned upon P&G’s receipt of a written opinion from Cadwalader, Wickersham & Taft LLP, special tax counsel to P&G, to the effect that the (i) Galleria Transfer, taken together with the Distribution, should qualify as a tax-free reorganization pursuant to section 368(a)(1)(D) of the Code, (ii) Distribution, as such, should qualify as a distribution to P&G shareholders pursuant to section 355 of the Code, and (iii) Merger should not cause section 355(e) of the Code to apply to the Distribution. In addition, the consummation of the Merger is conditioned on the receipt by P&G of a tax opinion from Cadwalader, Wickersham & Taft LLP, special tax counsel to P&G, and by Coty of a tax opinion from McDermott Will & Emery LLP, special tax counsel to Coty, in each case, to the effect that the Merger will qualify for U.S. federal income tax purposes as a reorganization within the meaning of section 368(a) of the Code. The opinions will be based on, among other things, certain assumptions and representations as to factual matters and certain covenants made by P&G, Galleria Company, Coty and Merger Sub which, if incorrect or inaccurate in any material respect, could jeopardize the conclusions reached by special tax counsel in their opinions. None of P&G, Galleria Company, Coty or Merger Sub is aware of any facts or circumstances that would cause the assumptions or representations to be relied upon in the above-described tax opinions to be untrue or incomplete in any material respect or that would preclude any of P&G, Galleria Company, Coty or Merger Sub from complying with all applicable covenants. None of P&G, Galleria Company, Coty or Merger Sub intends to waive these conditions. Any change in currently applicable law, which may be retroactive, or the failure of any representation or assumption to be true, correct and complete or any applicable covenant to be satisfied in all material respects, could adversely affect the conclusions reached by counsel. Furthermore, the opinions will not be binding on the IRS or a court, and the IRS or a court may not agree with the opinions. As a result, while it is impossible to determine the likelihood that the IRS or a court could disagree with the conclusions of the above-described opinions, the IRS could assert, and a court could determine, that the Distribution and Merger should be treated as taxable transactions.

If, notwithstanding the receipt of the above-described opinions, the Distribution is determined to be a taxable transaction, each P&G shareholder who receives shares of Galleria Company common stock in the Distribution would generally be treated as recognizing taxable gain equal to the difference between the fair market value of the shares of Galleria Company common stock received by the shareholder and its tax basis in

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the shares of P&G common stock exchanged therefor and/or, if the exchange offer is completed but is undersubscribed and P&G distributes shares of Galleria Company common stock as a pro rata dividend, receiving a taxable distribution equal to the fair market value of the shares of Galleria Company common stock received by the shareholder in such pro rata distribution. Additionally, in such case, P&G would generally recognize taxable gain equal to the excess of the fair market value of the assets transferred to Galleria Company plus liabilities assumed by Galleria Company over P&G’s tax basis in those assets, and this would likely produce substantial income tax adjustments to P&G.

Even if the Galleria Transfer and the Distribution, taken together, were otherwise to qualify as a tax-free transaction under section 368(a)(1)(D) of the Code, and the Distribution were otherwise to qualify as a distribution to P&G shareholders pursuant to section 355 of the Code, the Distribution would become taxable to P&G (but not P&G shareholders) pursuant to section 355(e) of the Code if a 50% or greater interest (by vote or value) of either P&G or Galleria Company was acquired (including, in the latter case, through the acquisition of Coty stock in or after the Merger), directly or indirectly, by certain persons as part of a plan or series of related transactions that included the Distribution. For this purpose, any acquisitions of shares of P&G common stock, Galleria Company common stock or Coty common stock within the period beginning two years before the Distribution and ending two years after the Distribution are presumed to be part of such a plan, although P&G, Galleria Company or Coty may be able to rebut that presumption. While the Merger will be treated as part of such a plan for purposes of the test, standing alone, it should not cause the Distribution to be taxable to P&G under section 355(e) of the Code because P&G shareholders are expected to hold at least 54%, and in all events will hold more than 52%, of outstanding Coty common stock immediately following the Merger. However, if the IRS were to determine that other acquisitions of shares of P&G common stock, Galleria Company common stock or Coty stock, either before or after the Distribution, were part of a plan or series of related transactions that included the Distribution, that determination could result in the recognition of a taxable gain by P&G. While P&G generally would recognize gain as if it had sold the shares of Galleria Company common stock distributed to P&G shareholders in the Distribution for an amount equal to the fair market value of such stock, P&G has agreed under the Tax Matters Agreement among P&G, Galleria Company, Coty and Merger Sub to make a protective election under section 336(e) of the Code with respect to the Distribution which generally causes a deemed sale of Galleria Company’s assets upon a taxable Distribution. In such case, to the extent that P&G is responsible for the resulting transaction taxes, Coty generally would be required to make periodic payments to P&G equal to the tax savings arising from a “step up” in the tax basis of Galleria Company’s assets as a result of the protective election under section 336(e) of the Code taking effect.

Under the Tax Matters Agreement, the Coty Group would be required to indemnify P&G against tax-related losses ( e.g. , increased taxes, penalties and interest required to be paid by P&G) if the Distribution were taxable to P&G as a result of the acquisition of a 50% or greater interest (by vote or value) in Coty as part of a plan or series of related transactions that included the Distribution, except where such acquisition would not have been taxable but for P&G’s breach of certain provisions described in the Tax Matters Agreement. In addition, the Coty Group would be required to indemnify P&G for any tax liabilities resulting from the failure of the Merger to qualify as a reorganization under section 368(a) of the Code or the failure of the Distribution to qualify as a tax-free reorganization under sections 355 and 368(a) of the Code (including, in each case, failure to so qualify under a similar provision of state or local law) to the extent that such failure is attributable to a breach of certain representations and warranties by Coty or certain actions or omissions of the Coty Group. Tax-related losses attributable both to actions or omissions by the Coty Group, on the one hand, and certain actions or omissions by P&G, on the other hand, would be shared according to the relative fault of Coty and P&G. If the Coty Group is required to indemnify P&G in the event of a taxable Distribution, this indemnification obligation would be substantial and could have a material adverse effect on Coty, including with respect to its financial condition and results of operations. Except as described above, P&G would not be entitled to indemnification under the Tax Matters Agreement with respect to any taxable gain recognized in the Distribution. To the extent that Coty has any liability for any taxes of P&G, Galleria Company or any of their affiliates with respect to the Transactions that do not result from actions or omissions for which the Coty Group is liable as described above, P&G must indemnify Coty for such tax-related losses.

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Coty could be adversely affected by significant restrictions following the Transactions in order to avoid tax-related liabilities.

The Tax Matters Agreement will require that Coty and Galleria Company, for a two-year period following the closing of the Merger, generally avoid taking certain actions. These limitations are designed to restrict actions that might cause the Distribution to be treated under section 355(e) of the Code as part of a plan under which a 50% or greater interest (by vote or value) in Coty is acquired or that could otherwise cause the Distribution, Merger and/or certain related transactions to become taxable to P&G. Unless Coty delivers an unqualified opinion of tax counsel reasonably acceptable to P&G, confirming that a proposed action would not cause certain of the Transactions to become taxable, Coty and Galleria Company are each generally prohibited or restricted during the two-year period following the closing of the Merger from:

Under the Tax Matters Agreement, Coty and its affiliates would be required to indemnify P&G against tax-related losses ( e.g ., increased taxes, penalties and interest required to be paid by P&G) if the Galleria Transfer, taken together with the Distribution, fails to qualify for tax-free treatment as a result of the direct or indirect acquisition of a 50% or greater interest (by vote or value) in Coty as part of a plan or series of related transactions that included the Distribution, except where such acquisition would not have been taxable but for P&G’s breach of certain provisions described in the Tax Matters Agreement.

Due to these restrictions and indemnification obligations under the Tax Matters Agreement, many strategic alternatives may be unavailable to Coty during the two-year period following the consummation of the Merger, which could have a material adverse effect on Coty’s liquidity and financial condition. Coty may be limited during this period in its ability to pursue strategic transactions, equity or convertible debt financings or other transactions that may maximize the value of Coty’s business and that may otherwise be in Coty’s best interests. Also, Coty’s potential indemnity obligation to P&G might discourage, delay or prevent a change of control transaction of Coty during this two-year period that Coty stockholders may consider favorable to its ability to pursue strategic alternatives.

Sales of shares of Coty common stock after the Transactions may negatively affect the market price of Coty common stock.

The shares of Coty common stock issued in the Merger to holders of shares of Galleria Company common stock will generally be eligible for immediate resale. The market price of Coty common stock could decline as a result of sales of a large number of shares of Coty common stock in the market after the completion of the Transactions or even the perception that these sales could occur.

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It is expected that immediately after the completion of the Transactions, P&G shareholders or former P&G shareholders will hold approximately 54% of the fully diluted shares of Coty common stock and Coty’s existing stockholders will hold approximately 46% of the fully diluted shares of Coty common stock.

Currently, P&G shareholders include index funds that have performance tied to the Standard & Poor’s 500 Index, the Dow Jones Industrial Average or other stock indices, and institutional investors subject to various investing guidelines. Because Coty may not be included in these indices following completion of the Transactions or may not meet the investing guidelines of some of these institutional investors, these index funds and institutional investors may decide not to participate in the exchange offer, or, if the exchange offer is not fully subscribed, may decide to or may be required to sell the shares of Coty common stock that they receive in any subsequent pro rata distribution of the Remaining Shares following completion of an exchange offer. Alternatively, the index funds and institutional investors may participate in the exchange offer and may decide to or may be required to sell the shares of Coty common stock that they receive in the Merger. In addition, the investment fiduciaries of P&G’s defined contribution plans may decide to sell any Coty common stock that the trusts receive in the Transactions, or not participate in the exchange offer, in response to fiduciary obligations under applicable law. These sales, or the possibility that these sales may occur, could negatively affect the market price of Coty common stock and may make it more difficult for Coty to obtain additional capital by selling equity securities in the future at a time and at a price that it deems appropriate.

The calculation of the merger consideration will not be adjusted if there is a change in the value of P&G Beauty Brands or its assets or the value of Coty before the Merger is completed.

The calculation of the number of shares of Coty common stock to be distributed in the Merger will not be adjusted if there is a change in the value of P&G Beauty Brands or its assets or the value of Coty prior to the consummation of the Merger. While Coty will not be required to consummate the Merger if there has been any “material adverse effect” (as this term is described in “The Transaction Agreement—Representations and Warranties”) on P&G Beauty Brands, Coty will not be permitted to terminate the Transaction Agreement because of the occurrence of events that do not fall within this definition, including changes in the market price of Coty common stock or changes in the value of P&G Beauty Brands that do not otherwise constitute a material adverse effect on P&G Beauty Brands.

The Transactions may not be completed on the terms or timeline currently contemplated, or at all.

The completion of the Transactions is subject to numerous conditions, including (1) the receipt of regulatory approvals in certain jurisdictions, (2) the completion of the Separation and Distribution, (3) the satisfaction of the Minimum Condition or the Revised Minimum Condition, as applicable, (4) the conversion of all outstanding shares of Coty’s class B common stock into shares of Coty common stock, (5) the receipt of written tax opinions from special tax counsel to P&G and special tax counsel to Coty, and (6) other customary conditions. See “The Transaction Agreement—Conditions to the Transactions” and “The Exchange Offer—Conditions for Completion of the Exchange Offer.” There is no assurance that the Transactions will be completed on the terms or timeline currently contemplated, or at all. P&G and Coty have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory and financial services fees related to the Transactions. These expenses must be paid regardless of whether the Transactions are completed.

Governmental agencies may not approve the Merger or the related transactions necessary to consummate the Merger or may impose conditions to the approval of such transactions or require changes to the terms of such transactions. Any such conditions or changes could have the effect of delaying completion of the Transactions, imposing costs on or limiting the revenues of the combined company following the Transactions or otherwise reducing the anticipated benefits of the Transactions.

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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.

If the Transactions are not completed for any reason, the price of Coty common stock may decline significantly. In addition, Coty is subject to additional risks, including, among others:

The historical financial information of P&G Beauty Brands includes the results from certain brands that will not be transferred to Coty and may not be representative of P&G Beauty Brands’ results if it had been operated independently of P&G and, as a result, may not be a reliable indicator of Galleria’s future results.

P&G Beauty Brands is currently operated as four distinct product categories of P&G, all of which have historically been part of P&G’s Beauty reportable segment. Consequently, the historical financial information of P&G Beauty Brands included in this prospectus reflects all direct costs as well as assumptions and allocations made by P&G. While the historical financial information of P&G Beauty Brands includes results from each of the fine fragrance brands owned or licensed by P&G during the applicable periods or at the applicable dates, the Excluded Brands (the Dolce & Gabbana and Christina Aguilera fragrance licenses) will not be transferred to Coty in the Transactions as P&G and Coty have not obtained the requisite licensor consents for such a transfer. The historical financial information of P&G Beauty Brands also includes results for the Divested Brands for periods prior to the respective dates of disposition. Activities related to the Excluded Brands and the Divested Brands collectively accounted for $670.0 million of P&G Beauty Brands’ net sales and reduced P&G Beauty Brands’ net income by $17.0 million for the fiscal year ended June 30, 2015. Coty anticipates a negative impact to the profitability of the Galleria business as a result of excluding the Excluded Brands because certain Fine Fragrance divisional costs in the Excluded Brands results will transfer with the Galleria business as a part of the Merger.

In addition, the historical financial position, results of operations and cash flows of P&G Beauty Brands presented in this prospectus may be different from those that would have resulted had P&G Beauty Brands been operated independently of P&G or by a company other than P&G during the applicable periods or at the applicable dates. For example, in preparing P&G Beauty Brands financial statements, P&G made allocations of costs and P&G corporate expenses that were deemed to be attributable to P&G Beauty Brands. However, these costs and expenses reflect the costs and expenses attributable to P&G Beauty Brands operated as part of a larger organization and do not reflect costs and expenses that would be incurred by P&G Beauty Brands had it been operated independently and may not reflect costs and expenses that would have been incurred had P&G Beauty Brands been supported as a subsidiary of Coty.

As a result of the foregoing, the historical financial information of P&G Beauty Brands may not be a reliable indicator of Galleria’s future results.

The unaudited condensed combined pro forma financial statements of Coty and P&G Beauty Brands are not intended to reflect what actual results of operations and financial condition would have been had Coty and Galleria Company been a combined company for the periods presented, and therefore these results may not be indicative of Coty’s future operating performance.

Because Coty will acquire Galleria only upon completion of the Transactions, there is no available historical financial information that consolidates the financial results for Coty and Galleria. The historical financial statements contained or incorporated by reference in this prospectus consist of the separate financial statements of P&G, P&G Beauty Brands and Coty.

The unaudited condensed combined pro forma financial statements presented in this prospectus are for illustrative purposes only and are not intended to, and do not purport to, represent what Coty’s actual results or

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financial condition would have been if the Transactions had occurred on the relevant date. In addition, such unaudited condensed combined pro forma financial statements are based in part on certain assumptions regarding the Transactions, including the amounts to be incurred under the Galleria Senior Secured Credit Facilities in the Recapitalization, that Coty believes are reasonable. These assumptions, however, are only preliminary and will be updated only after the completion of the Transactions. The unaudited condensed combined pro forma financial statements have been prepared using the acquisition method of accounting, with Coty considered the acquirer of P&G Beauty Brands. Under the acquisition method of accounting, the purchase price is allocated to the underlying tangible and intangible assets acquired and liabilities assumed based on their respective fair values with any excess purchase price allocated to goodwill. The pro forma purchase price allocation was based on an estimate of the fair values of the tangible and intangible assets and liabilities of P&G Beauty Brands. In arriving at the estimated fair values, Coty has considered preliminary reports of independent consultants which were based on a preliminary and limited review of the assets and liabilities related to P&G Beauty Brands. Following the effective date of the Merger, Coty expects to complete the purchase price allocation after considering the fair value of P&G Beauty Brands’ assets and liabilities at the level of detail necessary to finalize the required purchase price allocation. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented herein, and this difference may be material. If the portion of the purchase price allocated to goodwill differs in any material respect from the pro forma purchase price allocation, Coty’s earnings may be impacted.

The unaudited condensed combined pro forma financial statements do not reflect all of the costs of integration activities or transaction-related costs or incremental capital spending that Coty management believes are necessary to realize the anticipated synergies from the Transactions, nor do they reflect all of the anticipated benefit from those synergies. Accordingly, the pro forma financial information included in this prospectus does not reflect what Coty’s results of operations or operating condition would have been had Coty and P&G Beauty Brands been a consolidated entity during all periods presented, or what Coty’s results of operations and financial condition will be in the future.

Tendering P&G shareholders may receive a reduced premium or may not receive any premium in the exchange offer.

The exchange offer is designed to permit the exchange of shares of P&G common stock for shares of Galleria Company common stock at a discount of approximately      %, calculated as set forth in this prospectus, to the per-share equivalent value of Coty common stock. Stated another way, for each $1.00 of your shares of P&G common stock accepted in the exchange offer, you will receive approximately $          of shares of Galleria Company common stock. The value of the shares of P&G common stock will be based on the Average P&G Stock Price and the value of Galleria Company common stock will be based on the Average Coty Stock Price.

The number of shares a tendering P&G shareholder can receive is, however, subject to an upper limit of              shares of Galleria Company common stock for each share of P&G common stock accepted for exchange in the exchange offer. As a result, you may receive less than $          of shares of Galleria Company common stock for each $1.00 of shares of P&G common stock, depending on the Average P&G Stock Price and the Average Coty Stock Price. Because of the limit on the number of shares of Galleria Company common stock you may receive in the exchange offer, if there is a drop of sufficient magnitude in the trading price for Coty common stock relative to the trading price for P&G common stock, or if there is an increase of sufficient magnitude in the trading price for P&G common stock relative to the trading price for Coty common stock, you may not receive $          of shares of Galleria Company common stock for each $1.00 of shares of P&G common stock, and could receive much less.

In addition, there is no assurance that holders of shares of P&G common stock that are exchanged for shares of Galleria Company common stock in the exchange offer will be able to sell the shares of Coty common stock after receipt in the Merger at prices comparable to the Average Coty Stock Price.

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There may also be circumstances under which you would receive fewer shares of Galleria Company common stock, and therefore effectively fewer shares of Coty common stock, than you would have received if the exchange ratio were determined using the closing prices for P&G common stock and Coty common stock on the Expiration Date.

If the trading price for P&G common stock were to increase during the last two trading days of the exchange offer period, the Average P&G Stock Price would likely be lower than the closing price for P&G common stock on the Expiration Date. As a result, you may receive fewer shares of Galleria Company common stock, and therefore effectively fewer shares of Coty common stock, for each $1.00 of shares of P&G common stock than you would have if the Average P&G Stock Price were calculated on the basis of the closing price of P&G common stock on the Expiration Date or on the basis of an Averaging Period that includes the last two trading days of the exchange offer period. Similarly, if the trading price for Coty common stock were to decrease during the last two trading days of the exchange offer period, the Average Coty Stock Price would likely be higher than the closing price for Coty common stock on the Expiration Date. Coty’s smaller market capitalization and fewer number of stockholders as compared to P&G may contribute to greater stock price volatility. Any decrease in the trading price for Coty common stock as described above could result in your receiving fewer shares of Galleria Company common stock, and therefore effectively fewer shares of Coty common stock, for each $1.00 of shares of P&G common stock than you would otherwise receive if the Average Coty Stock Price were calculated on the basis of the closing price for Coty common stock on the Expiration Date or on the basis of an Averaging Period that includes the last two trading days of the exchange offer period.

The trading prices for Coty common stock may not be an appropriate proxy for the prices of shares of Galleria Company common stock.

The calculated per-share value of Galleria Company common stock for purposes of the exchange offer is based on the trading prices for Coty common stock, which may not be an appropriate proxy for the prices of shares of Galleria Company common stock. There is currently no trading market for shares of Galleria Company common stock and no such market will be established in the future. As promptly as practicable following the completion of the Distribution, Merger Sub will be merged with and into Galleria Company, with Galleria Company surviving the Merger and becoming a wholly owned subsidiary of Coty. In the Merger, each outstanding share of Galleria Company common stock will be converted automatically into the right to receive one share of Coty common stock. However, there can be no assurance that shares of Coty common stock after the issuance of shares of Galleria Company common stock and the Merger will trade on the same basis as shares of Coty common stock traded prior to the completion of the Transactions. In addition, it is possible that the trading prices for Coty common stock prior to the consummation of the Merger will not fully reflect the anticipated value of shares of Coty common stock after the Merger. For example, trading prices for Coty common stock during the Averaging Period could reflect some uncertainty as to the timing or consummation of the Merger or could reflect trading activity by investors seeking to profit from market arbitrage.

Following the conversion of shares of Galleria Company common stock into shares of Coty common stock in connection with the Merger, the former holders of shares of Galleria Company common stock may experience a delay before receiving their shares of Coty common stock or their cash in lieu of fractional shares, if any.

Following the conversion of shares of Galleria Company common stock into shares of Coty common stock, the former holders of shares of Galleria Company common stock will receive their shares of Coty common stock or their cash in lieu of fractional shares, if any, only upon surrender of all necessary documents, duly executed, to the transfer agent. Until the distribution of the shares of Coty common stock to the individual shareholder has been completed, the relevant holder of shares of Coty common stock may not be able to sell its shares of Coty common stock. Consequently, if the market price for Coty common stock decreases during that period, the relevant shareholder may not be able to avoid losses by selling its shares of Coty common stock. Further, regardless of the price of Coty common stock, the relevant shareholder may not be able to raise cash by selling its shares of Coty common stock. Similarly, the former holders of shares of Galleria Company common stock

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who received cash in lieu of fractional shares will not be able to invest the cash until the distribution to the relevant shareholder has been completed, and they will not receive interest payments for that time period.

P&G shareholders’ investment will be subject to different risks after the exchange offer, regardless of whether they elect to participate in the exchange offer.

P&G shareholders’ investment will be subject to different risks if the exchange offer is completed.

Whether or not P&G shareholders tender their shares of P&G common stock, the shares they then hold after the completion of the exchange offer will reflect a different investment from the investment they previously held as a result 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.

At the time of announcement of the Transactions in July 2015, Coty anticipated that it would incur one-time charges of an aggregate of approximately $500 million and one-time capital expenditures of approximately $400 million as a result of costs associated with the Transactions. While Coty continues to refine its estimates and will not be able to quantify the exact amounts of the one-time charges or the one-time capital expenditures, or the period or periods in which they will be incurred, until after the Transactions are completed, Coty currently

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expects that the one-time charges, one-time capital expenditures and resulting savings may be higher than the previously announced amounts. Some of the factors affecting the costs associated with the Transactions include the timing of the completion of the Transactions, the resources required in integrating Galleria with Coty’s existing businesses and the length of time during which transition services are provided to Coty by P&G. The amount and timing of this charge could adversely affect Coty’s liquidity, cash flows and period-to-period operating results, which could result in a reduction in the market price of shares of Coty common stock.

Any delay in completing the Transactions may reduce or eliminate the benefits that Coty expects to achieve.

The Transactions are subject to a number of conditions beyond P&G’s and Coty’s control that may prevent, delay or otherwise materially adversely affect the completion of the Transactions. P&G and Coty cannot predict whether and when these conditions will be satisfied. Any delay in completing the Transactions could cause the combined company not to realize some or all of the synergies that P&G and Coty expect to achieve if the Transactions are successfully completed within the expected time frame.

The opinions obtained by Coty’s board of directors from its financial advisors do not and will not reflect changes in circumstances after the date of such opinions.

On July 8, 2015, Morgan Stanley and Barclays each delivered an opinion to Coty’s board of directors that, as of July 8, 2015, based on and subject to the various assumptions, procedures, matters, qualifications and limitations on the scope of the review undertaken by each of Morgan Stanley and Barclays as set forth in their respective written opinions, the exchange ratio pursuant to the Transaction Agreement was fair from a financial point of view to Coty. Changes in the operations and prospects of P&G, P&G Beauty Brands or Coty, general market and economic conditions and other factors that may be beyond the control of P&G and Coty, and on which the opinions of Morgan Stanley and Barclays were based, may alter the value of P&G, P&G Beauty Brands or Coty or the prices of shares of P&G common stock or Coty common stock by the time the Transactions are completed. Coty has not obtained, and does not expect to request, updated opinions from its financial advisors. Neither Morgan Stanley’s nor Barclays’ opinion speaks to the time when the Transactions will be completed or to any date other than the date of such opinion. As a result, the opinions do not and will not address the fairness, from a financial point of view, of the exchange ratio pursuant to the Transaction Agreement at any time other than July 8, 2015.

In preparing their respective opinions delivered to Coty’s board of directors on July 8, 2015, each of Morgan Stanley and Barclays assumed that all relevant licenses of P&G Beauty Brands, including the Excluded Brands, would transfer with Galleria Company to Coty. However, the assets and liabilities transferred by P&G and assumed by Galleria Company will exclude those relating to the Excluded Brands. At the request of the management of Coty and based on specific projections provided by the management of Coty, the financial advisors performed, for illustrative purposes only, a sensitivity analysis to illustrate the impact of potential deviations from the assumption that all relevant licenses of P&G Beauty Brands, including the Excluded Brands, transfer with Galleria Company to Coty. This analysis did not, nor was it intended to, correspond to an analysis of the Excluded Brands not transferring with Galleria Company. For further information regarding the financial effect of the Excluded Brands not transferring with Galleria Company, see the sections of this prospectus entitled “The Transaction Agreement—Recapitalization,” “—The Parties to the Transactions—Galleria Co.” and “Information on P&G Beauty Brands—Overview.” At the direction of Coty, the financial advisors further assumed that, in accordance with the terms of the Transaction Agreement, the Coty stockholders would own 48% of the fully diluted shares of Coty common stock immediately following the acquisition of Galleria Company. However, in connection with subsequent share repurchases by Coty, P&G and Coty agreed that such repurchased shares would be treated as if they remained outstanding for purposes of the Transaction Agreement by modifying the definition of “fully diluted basis” within the Transaction Agreement, although such shares would not be included in a comparable GAAP measure or otherwise reflected in “fully diluted” as that term is otherwise used in this prospectus and defined under “Helpful Information.” As a result, existing Coty stockholders are currently expected to own approximately 46% of the fully diluted shares of Coty common stock as that term is otherwise used in this prospectus and defined under “Helpful Information.”

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Risks Relating to Coty, Including Galleria After the Transactions

The following discussion supplements and, where applicable, updates the discussion of risk factors that could adversely affect Coty’s business included in Coty’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015. Those risks are relevant to Coty on a standalone basis and are expected to be risks to the combined company following the Transactions.

The integration of Galleria with Coty may not be successful or anticipated benefits from the Transactions may not be realized.

After completion of the Transactions, Coty will have significantly more sales, assets and employees than it did prior to the Transactions. The integration process will require Coty to expand the scope of its operations and financial, accounting and control systems. Coty’s management will be required to devote a substantial amount of time and attention to the process of integrating Galleria with Coty’s business operations. The integration process is often difficult and management involvement is inherent in that process. These difficulties include:

Coty may not be able to successfully or cost-effectively integrate Galleria. The process of integrating Galleria into Coty’s operations may cause an interruption of, or loss of momentum in, the activities of Galleria’s or Coty’s businesses. If Coty management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, Coty’s business, financial condition and results of operations may be materially adversely affected.

The combined company may not achieve some or any of the synergies that Coty expects to achieve if the Transactions are successfully completed. Even if Coty is able to combine the two business operations, it may not be possible to realize the full benefits, including increased sales volume, that Coty currently expects to result from the Transactions, or to realize those benefits within the time frame that is currently expected. For example, the elimination of duplicative costs may not be possible or may take longer than anticipated, or the benefits from the Transactions may be offset by unanticipated costs or integration delays. In addition, the benefits of the Transactions may be offset by increased operating costs relating to changes in commodity or energy prices, increased competition or other risks and uncertainties. If Coty fails to realize the benefits it anticipates from the Transactions, Coty’s results of operations may be adversely affected.

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Coty may be unable to provide the same types and level of benefits and services or access to equivalent financial strength and resources to Galleria Company that historically have been provided to P&G Beauty Brands by P&G or may be unable to provide them at the same cost.

As part of P&G’s Beauty reportable segment, P&G Beauty Brands has been able to receive benefits and services from P&G and has been able to benefit from P&G’s financial strength and extensive business relationships. After the completion of the Transactions, Galleria, which includes the assets and liabilities of the P&G Beauty Brands other than those exclusively relating to the Excluded Brands, will be owned by Coty and will no longer benefit from P&G’s resources. While Coty will enter into separation-related agreements under which P&G will agree to provide certain transition and site-related services for a maximum period (including permitted extensions) of up to 12 months following the Distribution, it cannot be assured that Coty will be able to adequately replace those resources or replace them at the same cost. If Coty is unable to replace the resources provided by P&G or is unable to replace them at the same cost or is delayed in replacing the resources provided by P&G, Coty’s business, financial condition and results of operations may be materially adversely affected.

If the operating results for Galleria following the Transactions are below Coty’s expectations, Coty may not achieve the increases in revenues and net earnings that Coty expects as a result of the Transactions.

Coty has projected that it will derive a significant portion of its revenues and net earnings from the operations of Galleria after the Transactions. Therefore, any negative impact on those business operations could harm Coty’s operating results. Some of the significant factors that could harm the operations of Galleria, and therefore harm the future combined operating results of Coty after the Transactions, include:

The Transactions will expose Coty to risks inherent in the hair color business, and risks inherent in those geographies where Galleria currently operates.

If consummated successfully, the Transactions would create one of the world’s largest beauty companies and would represent a significant transformation of Coty’s existing business. Upon completion of the Transactions, Coty would be subject to a variety of risks associated with the hair color business, in addition to those Coty already faces in the fragrance, color cosmetics and skin and body care. These risks include changes in consumer preferences, volatility in the prices of raw materials, consumer perceptions of the brands, competition in the retail market and other risks. In addition, Coty will be exposed to risks inherent in operating in geographies in which Coty has not operated in or has been less present in the past.

Coty may be unable to manage its growth effectively, which would harm its business, results of operations and financial condition.

Following the Transactions, Coty plans to invest in Galleria to grow and leverage its increased scale to benefit its entire beauty portfolio. Coty’s growth strategy, including its strategy with respect to Galleria, may place a strain on its management team, information systems, labor, manufacturing and distribution capacity. P&G Beauty Brands has experienced in the past, and Galleria may experience in the future, manufacturing capacity constraints, particularly in periods where customer demand exceeds management’s expectations. Coty may determine that it is necessary to invest substantial capital in order to secure additional manufacturing and distribution capacity to accommodate the expected growth of its business. There may also be a delay between

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Coty’s decision to invest in its manufacturing and distribution capacity and the time when such capacity is available for use. If Coty does not make, or is unable to make, the necessary expenditures to accommodate its future growth, or if a significant amount of time passes between Coty’s decision to invest and the time in which such capacity is available for use, it may not be successful in executing its growth strategy. If Coty is unable to effectively address any future capacity constraints within its business, or otherwise manage its future growth, its business, results of operations and financial condition may be adversely affected.

Changes in relationships between Galleria and its brand licensors, or failure to maintain those relationships, following the Transactions could have a material adverse effect on Coty.

The rights to market and sell certain fine fragrance brands are derived from licenses from unaffiliated third parties and its business is dependent upon the continuation and renewal of those licenses on favorable terms. As of June 30, 2015, P&G Beauty Brands maintained 12 brand license agreements, which collectively accounted for 36% of its net sales in fiscal 2015. With the exception of the Excluded Brands, P&G and Coty have obtained the consent of brand licensors, to the extent required in connection with the Transactions, for the transfer of the applicable brand licenses from P&G Beauty Brands to Coty in the Transactions. Notwithstanding, these brand licensors may reduce the scope of their relationship with Galleria in anticipation of the Transactions or with Coty following completion of the Transactions. Any such reduction, or Coty’s inability to renew a brand license agreement upon favorable terms or otherwise, could have a material adverse effect on Coty’s business, financial condition and results of operations following the Transactions and could limit Coty’s ability to achieve the anticipated benefits of the Transactions.

Coty relies on brand licensors to manage and maintain their brands, and there is no guarantee that the licensors will maintain their celebrity status or positive association among the consumer public.

Coty, including Galleria following completion of the Transactions, relies on its brand licensors to manage and maintain their brands. Many of these brand licenses are with celebrities whose public personae Coty believes are in line with its current business strategy. Since Coty does not maintain control over such celebrities’ brand and image, however, they are subject to change at any time without notice, and there can be no assurance that these celebrity licensors will maintain the appropriate celebrity status or positive association among the consumer public to maintain sales of products bearing their names and likeness at the projected sales levels. As a result of the Transactions, such brand licensors may wish to renegotiate or terminate their agreements given management change. Similarly, since Coty is not responsible for the brand or image of its designer licensors, sales of related products or projected sales of related products could suffer if the designer suffers a general decline in the popularity of its brands due to mismanagement, changes in fashion or consumer preferences, or other factors beyond the control of Coty.

The success of Coty is also partially dependent on the reputation of their respective brand licensors and the goodwill associated with their intellectual property. These licensors’ reputation or goodwill may be harmed due to factors outside Coty’s control, which could have a material adverse effect on Coty’s business, financial condition and results of operations. In addition, in the event that any of these licensors were to enter bankruptcy proceedings, Coty could lose its rights to use the intellectual property that the applicable licensors license Coty to use.

Coty’s brand licenses may be terminated if specified conditions are not met.

Coty’s and Galleria’s existing brand licenses run for varying periods with varying renewal options and may be terminated if certain conditions, such as royalty payments, are not met. These brand licenses impose various obligations on Coty and Galleria which Coty believes are common to many licensing relationships in the beauty industry. These obligations include:

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If, following the Transactions, Coty breaches any of these obligations or any other obligations set forth in any of these brand license agreements, Coty’s rights under the applicable brand license agreements could be terminated, which could have a material adverse effect on Coty’s business, financial condition and results of operations.

Coty expects to guarantee a significant amount of debt as a result of the Transactions.

At the completion of the Transactions, to the extent the requirements of the Transaction Agreement are satisfied, Coty will guarantee Galleria Company’s obligations under the Galleria Senior Secured Credit Facilities. Galleria Company’s obligations are contractually agreed to be $2.9 billion, but are subject to specified adjustments, which may result in the incurred amount being higher. The terms of this debt, as well as the Coty Senior Secured Credit Facilities, will permit Coty to incur a substantial amount of additional indebtedness, including secured debt.

Coty’s ability to make scheduled payments under, or to refinance, its indebtedness depends on its financial and operating performance, which is subject to prevailing economic and competitive conditions and to specified financial, business and other factors beyond Coty’s control. Coty may not be able to maintain a level of cash flow from operations sufficient to permit it to pay the principal, premium, if any, and interest on its indebtedness. If Coty’s cash flows and capital resources are insufficient to fund its debt service obligations, Coty may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance its indebtedness. Coty may not be able to take any of these actions, and these actions may not be successful or permit it to meet its scheduled debt service obligations and these actions may not be permitted under the terms of its existing or future debt agreements. In the absence of such operating results and resources, Coty could face liquidity problems and might be required to dispose of material assets or operations to meet its debt service and other obligations. Since Coty’s debt agreements restrict its ability to dispose of assets, it may not be able to consummate such dispositions, and this could result in its inability to meet its debt service obligations.

In addition, this indebtedness could have other important consequences, including: