The song was written by Minaj, Lukasz Gottwald, Allan Grigg, Max Martin and Henry Walter and produced by Dr. Luke, Kool Kojak and Cirkut.
Kojak | Kool G Rap | Kool Savas | Kool Keith | DJ Kool Herc | Kool Kojak | Kyaa Kool Hai Hum | KOOL (cigarette) | Kool-Aid Man | KOOL | The Electric Kool-Aid Acid Test | Kool Moe Dee | KOOL-FM | Kool-Aid Man (video game) | Kool-Aid | Robert "Kool" Bell | Kool Thing | Kool Skools | Kool Shen | Kool (cigarette) | Kool | Celebration (Kool & the Gang song) |
It was produced by Kool Kojak, who also co-wrote the song with Savan Kotecha and Victoria Justice, for Victorious (2011), the soundtrack to the Nickelodeon television series, Victorious.
Three 6 Mafia co-wrote both tracks which they are featured on, "Watchu' Waiting For" and "Late Night Automatic," while Flo Rida co-wrote the track "You Make the Rain Fall", which features additional production by Kool Kojak.