Davis Polk is advising the administrative agent and the joint lead arrangers, in connection with the $4.5 billion credit facilities being provided to Galleria Co. (“SplitCo”) to finance the split-off from The Procter & Gamble Company (“P&G”) of certain brands in the fragrance, color cosmetics and hair color businesses (“P&G’s Beauty Business”). Although a final decision has not been made on the form of deal, P&G expects to do a split-off or spin-off transaction. P&G’s current preference is for a potentially tax-free Reverse Morris Trust transaction. SplitCo was formed by P&G. The committed financing consists of a $2 billion term loan A facility, a $1 billion term loan B facility and a $1.5 billion revolving credit facility.

P&G manufactures and markets consumer products in countries throughout the world. P&G’s Beauty Business includes, among others, leading fragrance brands such as Hugo Boss, Dolce & Gabbana and Gucci, color cosmetics brands such as COVERGIRL and Max Factor and hair color brands such as Wella and Clairol.

The Davis Polk financing team includes partners Meyer C. Dworkin, James A. Florack, Monica Holland and Jason Kyrwood, associates Stevan R.B. Nicholas, Jeong M. Oh, Dennis K. Heyman, Vanessa L. Jackson, Jie Zhang and Rachel Goodwin. All members of the Davis Polk team are based in the New York office.

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