http://www.businesswire.com/news/home/20091106005942/en
NEW YORK--(Business Wire)--
Revlon, Inc. (NYSE: REV) today announced that its wholly-owned operating
subsidiary, Revlon Consumer Products Corporation ("RCPC"), has received all of
the required lender consents to amend its bank term loan credit agreement and
bank revolver credit agreement to permit RCPC to conduct certain refinancing
transactions on a variety of terms and conditions, including terms that would
permit RCPC to seek to refinance its 9½% Senior Notes due April 2011 (the
"Notes") on a secured basis.
Revlon also announced that RCPC has commenced a cash tender offer (the "Tender
Offer") to purchase any and all of its Notes, as described below. The Tender
Offer is described in an offer to purchase, dated November 6, 2009 and related
letter of transmittal (together the "Offering Materials," including any
amendments or supplements to the foregoing). RCPC currently intends to redeem
Notes not purchased in the Tender Offer. The Tender Offer is conditioned on,
among other things, RCPC obtaining financing proceeds of at least $330 million
to be used, together with other cash, to pay the Tender Offer Consideration (as
defined below).
Upon the terms and subject to the conditions described in the Offering
Materials, RCPC is offering to purchase for cash the Notes below:
Dollars per $1,000 Principal
Amount of Notes
Aggregate
Principal Early
CUSIP Amount Tender Offer Tender Total
Title of Note Number Outstanding Consideration Premium Consideration
9½% Senior Notes due 2011 761519 AV9 $340,550,000 $1,023.75 $5.00 $1,028.75
The Tender Offer will expire at 11:59 p.m., New York City time, on December 7,
2009, or any other date and time to which RCPC may extend the Tender Offer (the
"Expiration Date"), unless earlier terminated. The consideration for each $1,000
principal amount of Notes validly tendered and accepted for purchase pursuant to
the Tender Offer will be the tender offer consideration for the Notes set forth
in the table above (the "Tender Offer Consideration").
Notes validly tendered in the Tender Offer at or prior to 5:00 p.m., New York
City time, on November 20, 2009 and accepted for purchase will receive the total
consideration set forth in the table above (the "Total Consideration") which is
equal to the Tender Offer Consideration plus the early tender premium set forth
in the table above (the "Early Tender Premium"). Notes validly tendered in the
Tender Offer after November 20, 2009, but before the Expiration Date and
accepted for purchase will receive the Tender Offer Consideration, but not the
Early Tender Premium. In addition, all Notes validly tendered in the Tender
Offer on or prior the Expiration Date and accepted for purchase will receive
accrued and unpaid interest from the last interest payment date to, but not
including, the payment date.
Payment for Notes that are validly tendered in the Tender Offer at or prior to
November 20, 2009 and accepted for purchase will be made promptly after November
20, 2009. Payment for Notes that are validly tendered in the Tender Offer after
November 20, 2009 and at or prior to the Expiration Date and accepted for
purchase will be made promptly after the Expiration Date. No tenders of the
Notes will be valid if submitted after the Expiration Date.
Tenders of the Notes may be withdrawn from the Tender Offer at any time at or
prior to, but not after, 5:00 p.m., New York City time, on November 20, 2009.
Citigroup Global Markets Inc. is the sole dealer manager of the Tender Offer.
U.S. Bank National Association has been retained to serve as the depositary and
information agent. Persons with questions regarding the Tender Offer should
contact Citigroup Global Markets Inc. at (toll-free) (800) 558-3745 or (toll)
(212) 723-6106. Requests for copies of the Offering Materials and other related
materials should be directed to U.S. Bank National Association at (toll-free)
(800) 934-6802.
None of RCPC or its affiliates, its board of directors, the dealer manager, the
depositary and information agent or the trustee for the Notes makes any
recommendation as to whether holders of the Notes should tender or refrain from
tendering the Notes in the Tender Offer. This press release is neither an offer
to purchase, nor a solicitation of an offer to sell, the Notes or any other
securities. The Tender Offer is made only by the Offering Materials. The Tender
Offer is not being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. In any jurisdiction in which the
Tender Offer is required to be made by a licensed broker or dealer, the Tender
Offer will be deemed to be made on behalf of RCPC by the dealer manager or one
or more registered brokers or dealers that are licensed under the laws of such
jurisdiction.
Forward-Looking Statements
Statements made in this press release, which are not historical facts, including
statements about the plans of Revlon, Inc. and RCPC (together, the "Company")
and their strategies, focus, beliefs and expectations, are forward-looking and
subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements speak only as of the date they
are made and, except for the Company's ongoing obligations under the U.S.
federal securities laws, the Company undertakes no obligation to publicly update
any forward-looking statement, whether to reflect actual results of operations;
changes in financial condition; changes in general U.S. or international
economic, industry or cosmetics category conditions; changes in estimates,
expectations or assumptions; or other circumstances, conditions, developments or
events arising after the issuance of this press release. Such forward-looking
statements include, without limitation, the Company's beliefs, expectations,
focus and/or plans regarding future events, including as to RCPC's plans to
conduct (i) certain refinancing transactions on a variety of terms and
conditions, including terms that would permit RCPC to seek to refinance its 9½%
Senior Notes due April 2011 on a secured basis; and (ii) an offer to purchase
for cash any and all of RCPC's 9½% Senior Notes. Actual results may differ
materially from such forward-looking statements for a number of reasons,
including those set forth in the Company's filings with the SEC, including the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2008, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with
the SEC during 2009 (which may be viewed on the SEC's website at
http://www.sec.gov or on Revlon, Inc.'s website at http://www.revloninc.com), as
well as reasons including difficulties, delays, unexpected costs or the
inability of RCPC to consummate, in whole or in part, any future refinancing of
its 9½% Senior Notes on a secured basis or the offer to purchase for cash any
and all of RCPC's 9½% Senior Notes, including due to our inability to obtain
sources of financing to fund any or all of the Total Consideration or due to
market conditions or other factors. Factors other than those referred to above
could also cause the Company's results to differ materially from expected
results. Additionally, the business and financial materials and any other
statement or disclosure on, or made available through, the Company`s websites or
other websites referenced herein shall not be incorporated by reference into
this press release.
About Revlon
Revlon is a worldwide cosmetics, hair color, beauty tools, fragrances, skincare,
anti-perspirants/deodorants and beauty care products company. The Company`s
vision is to provide glamour, excitement and innovation to consumers through
high-quality products at affordable prices. Websites featuring current product
and promotional information can be reached at www.revlon.com, www.almay.com and
www.mitchumman.com. Corporate and investor relations information can be accessed
at www.revloninc.com. The Company`s brands, which are sold worldwide, include
Revlon®, Almay®, ColorSilk®, Mitchum®, Charlie®, Gatineau®and Ultima II®.
Revlon, Inc.
Steven Berns, +1-212-527-5181
Executive Vice President and Chief Financial Officer
Copyright Business Wire 2009
