Revlon, Inc. (NYSE: REV) announced today that the Early Tender
Deadline in respect of its previously-announced private exchange
offer (the “Exchange Offer”) and consent solicitation (the
“Consent Solicitation”) by Revlon Consumer Products
Corporation, its direct wholly-owned operating subsidiary
(“RCPC” or the “Company”), in respect of its 5.75%
Senior Notes due 2021 (the “Existing Notes”) for 5.75%
Senior Notes due 2024 (the “New Notes”) has been extended
from 5:00 p.m., New York City time, on Friday, August 7, 2020 to
11:59 p.m., New York City time, on Friday, August 21, 2020.
The Exchange Offer and the Consent Solicitation are being
conducted upon the terms and subject to the conditions set forth in
a Confidential Offering Memorandum and Consent Solicitation
Statement dated July 27, 2020 (the “Offering
Memorandum”).
As previously announced, the Exchange Offer will expire at 11:59
P.M., New York City time, on August 21, 2020, unless terminated,
withdrawn earlier or extended. Except as set forth above, all other
terms of the Exchange Offer and the Consent Solicitation remain the
same. All eligible holders of Existing Notes who have previously
validly tendered and delivered related consents do not need to
retender such Existing Notes or redeliver such related consents or
take any other action in response to the extension of the Early
Tender Deadline.
None of Revlon, Inc., RCPC or any other person makes any
recommendation as to whether holders should tender their Existing
Notes in the Exchange Offer or provide the consents to the proposed
amendments in the Consent Solicitation, and no one has been
authorized to make such a recommendation. Holders of the Existing
Notes should read carefully the Offering Memorandum before making
any decision with respect to the Exchange Offer and Consent
Solicitation. In addition, holders must make their own decisions as
to whether to tender their Notes in the Exchange Offer and provide
the related consents in the Consent Solicitation, and if they so
decide, the principal amount of the Existing Notes to tender.
The New Notes being offered in the Exchange Offer have not been
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of
such Act.
The Exchange Offer is being made in the United States only to
holders of securities who are both “qualified institutional buyers”
or institutional “accredited investors” and “U.S. persons” and
outside the United States only to persons other than “U.S. persons”
who are “non-U.S. qualified offerees” (in each case, as such terms
are used in the letter of eligibility). The Exchange Offer is made
only by, and pursuant to, the terms set forth in the Offering
Memorandum. The Exchange Offer is subject to certain significant
conditions. The complete terms and conditions of the Exchange Offer
are set forth in the Offering Memorandum, which has been
distributed to eligible holders of the Existing Notes. Revlon, Inc.
and RCPC have the right to amend, terminate or withdraw the
Exchange Offer and the Consent Solicitation, at any time and for
any reason, including if any of the conditions to the Exchange
Offer is not satisfied.
Documents relating to the Exchange Offer and the Consent
Solicitation, including the Offering Memorandum will only be
distributed to holders of Existing Notes who complete and return a
letter of eligibility confirming that they are within the category
of eligible holders for the Exchange Offer and the Consent
Solicitation. Holders of Existing Notes who desire a copy of the
eligibility letter should contact Global Bondholder Services
Corporation, the exchange agent for the Exchange Offer, at (866)
924-2200.
About Revlon
Revlon has developed a
long-standing reputation as a color authority and beauty
trendsetter in the world of color cosmetics and hair care. Since
its breakthrough launch of the first opaque nail enamel in 1932,
Revlon has provided consumers with high quality product innovation,
performance and sophisticated glamour. In 2016, Revlon acquired the
iconic Elizabeth Arden company and its portfolio of brands,
including its leading designer, heritage and celebrity fragrances.
Today, Revlon's diversified portfolio of brands is sold in
approximately 150 countries around the world in most retail
distribution channels, including prestige, salon, mass, and online.
Revlon is among the leading global beauty companies, with some of
the world’s most iconic and desired brands and product offerings in
color cosmetics, skin care, hair color, hair care and fragrances
under brands such as Revlon, Revlon Professional, Elizabeth Arden,
Almay, Mitchum, CND, American Crew, Creme of Nature, Cutex, Juicy
Couture, Elizabeth Taylor, Britney Spears, Curve, John Varvatos,
Christina Aguilera and AllSaints.
Cautionary Statements
This news release is for
information purposes only and does not constitute an offer to sell
or the solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale of any securities in any
jurisdiction in which such offering, solicitation or sale would be
unlawful. The offers to exchange the Existing Notes are only being
made pursuant to the Offering Memorandum that RCPC is distributing
to eligible holders of the Existing Notes. The Exchange Offer is
not being made to holders of the Existing 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.
Forward-Looking Statements
Statements made in this press release, which are not historical
facts, are forward-looking and are provided pursuant 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 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 or industry conditions
and/or conditions in the Company’s reportable segments; changes in
estimates, expectations or assumptions; or other circumstances,
conditions, developments and/or events arising after the issuance
of this press release, except for the Company's ongoing obligations
under the U.S. federal securities laws. Forward-looking statements
are subject to known and unknown risks and uncertainties and are
based on preliminary or potentially inaccurate estimates and
assumptions that could cause actual results to differ materially
from those expected or implied by the estimated financial
information. Such forward-looking statements include, among other
things, the Company’s plans to consummate the Exchange Offer.
Actual results may differ materially from the Company's
forward-looking statements for a number of reasons, including as a
result of the risks and other items described in Revlon’s filings
with the SEC, including, without limitation, in Revlon’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and amendments thereto, if any, filed with the
SEC during 2019 and 2020 (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). Additional important factors that could
cause actual results to differ materially from those indicated by
the Company’s forward-looking statements include difficulties or
delays that could affect the Company's ability to consummate the
Exchange Offer, in whole or in part, such as due to the Company's
respective businesses experiencing ongoing COVID-19 related
disruptions or other factors. Factors other than those referred to
above could also cause Revlon’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, Revlon’s website or other websites referenced
herein shall not be incorporated by reference into this press
release.
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version on businesswire.com: https://www.businesswire.com/news/home/20200807005479/en/
Investor Relations: (212) 527-4040 or
Eric.warren@revlon.com
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