Revlon, Inc. (NYSE: REV) announced today the commencement by
Revlon Consumer Products Corporation, its direct wholly-owned
operating subsidiary (the “Company”), of an exchange offer
(the “Exchange Offer”) to exchange any and all of the
outstanding $344,785,000 aggregate principal amount of its 5.75%
Senior Notes due 2021 (the “Notes”) for, at the holder’s
option, consideration consisting of (i) cash or (ii) if the holder
is an Eligible Holder (as defined below), a combination of cash,
ABL FILO Term Loans (as defined below) and New BrandCo Second-Lien
Term Loans (as defined below), on the terms as set forth in the
confidential Offering Memorandum and Consent Solicitation Statement
(the “Offering Memorandum”), dated September 29, 2020.
Concurrently with the Exchange Offer, the Company is soliciting
consents (the “Consent Solicitation”) to eliminate
substantially all of the restrictive covenants and certain events
of default provisions from the Indenture governing the Notes (the
“Indenture”).
For each $1,000.00 principal amount of Notes validly tendered,
holders will receive either, at their option, (i) $275.00 in cash
(plus a $50.00 early tender/consent fee payable if such Notes are
tendered at or before 5:00 p.m. New York City time on October 13,
2020 (the “Early Tender Deadline”)), for an aggregate of
$325.00 in cash, or (ii) if the holder is (a)(i) a qualified
institutional buyer as defined in Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), (ii) an
institutional accredited investor within the meaning of Rule
501(a)(1), (a)(2), (a)(3) or (a)(7) of the Securities Act or (iii)
a person that is not a “U.S. person” within the meaning of
Regulation S under the Securities Act, (b) not a natural person and
(c) not a “Disqualified Institution” (as defined under the 2016
U.S. ABL Facility (as defined below) and related security documents
and intercreditor agreements or the 2020 BrandCo Term Loan Facility
(as defined below) and related security documents and intercreditor
agreements) (an “Eligible Holder”), a combination of (1)
$200.00 in cash (plus a $50.00 early tender/consent fee payable if
such Notes are tendered at or before the Early Tender Deadline),
for an aggregate of $250.00 in cash, plus (2) $145.00 aggregate
principal amount of ABL FILO Term Loans, plus (3) $217.50 aggregate
principal amount of New BrandCo Second-Lien Term Loans
(collectively, in the case of Eligible Holders, the “Mixed
Consideration”). Note holders who tender their Notes after the
Early Tender Deadline will not be eligible to receive the $50.00
early tender/consent fee. Eligible Holders electing to receive
Mixed Consideration will be required to become lenders under the
credit agreements governing the ABL FILO Term Loans and the BrandCo
Term Loans and must complete the joinders, questionnaires, tax
documentation and other requirements of the respective agents
thereunder (including “know your customer” and other similar
documentation), as described in the Offering Memorandum. Failure to
do so will render invalid a tender of Notes by the electing
Eligible Holder.
The Exchange Offer will expire at 11:59 p.m. on October 27, 2020
(the “Expiration Time”), subject to earlier termination,
withdrawal or extension by the Company at its discretion.
The ABL FILO Term Loans will be “Tranche B” term loans, ranking
junior in right of payment to the “Tranche A” revolving loans,
under the Asset-Based Revolving Credit Agreement, dated as of
September 7, 2016 (as thereafter amended from time to time), by and
among the Company, Revlon, Inc., certain local borrowing
subsidiaries from time to time party thereto, certain lenders and
issuing lenders party thereto and Citibank, N.A., as administrative
agent, collateral agent, issuing lender and swingline lender (such
agreement, the “2016 U.S. ABL Facility” and such Tranche B
term loans, the “ABL FILO Term Loans”).
The New BrandCo Second Lien Term Loans will be “Term B-2 Loans”
(ranking junior to the Term B-1 Loans and senior to the Term B-3
Loans with respect to liens on certain specified collateral) under
the BrandCo Credit Agreement, dated as of May 7, 2020 (as
thereafter amended from time to time), among the Company, Revlon,
Inc., the lenders from time to time party thereto and Jefferies
Finance LLC, as administrative agent and as collateral agent (such
agreement, the “2020 BrandCo Term Loan Facility” and such
Term B-2 Loans, the “New BrandCo Second-Lien Term
Loans”).
The Company expects to settle the Exchange Offer shortly after
the Early Tender Deadline (if the conditions to the Exchange Offer
and Consent Solicitation are fulfilled at that time) or the
Expiration Time, as the case may be. Accrued and unpaid interest on
the Notes will be paid to, but not including, the settlement date
(or the early settlement date, if applicable) of the Exchange
Offer.
In conjunction with the Exchange Offer, the Company is
soliciting consents (the “Consent Solicitation”) to
effectuate proposed amendments, which will eliminate substantially
all of the restrictive covenants and certain events of default
provisions from the Indenture. Holders who tender their Notes in
the Exchange Offer must also, and will be deemed to, deliver their
consents with respect to such Notes pursuant to the Consent
Solicitation.
The Exchange Offer and Consent Solicitation are subject to the
following conditions precedent: (i) the valid tender without valid
withdrawal of not less than 95% of the aggregate outstanding
principal amount of Notes (and the provision of the related
consents for such tendered Notes); (ii) the receipt of all
necessary consents from the lenders under the 2016 U.S. ABL
Facility and the 2020 BrandCo Term Loan Facility; (iii) the receipt
of requisite consents in the Consent Solicitation and the execution
of a supplemental indenture to the Indenture to effectuate the
proposed amendments; (iv) the aggregate principal amount of ABL
FILO Term Loans issued in exchange for tendered Notes shall be no
greater than $50 million; (v) the aggregate principal amount of
BrandCo Second-Lien Term Loans issued in exchange for tendered
Notes shall be no greater than $75 million; (vi) satisfaction of
the Minimum Liquidity Closing Condition (as defined in the
Transaction Support Agreement (as defined below)); and (vii) other
general conditions set forth in the Offering Memorandum. The
conditions precedent are for the sole benefit of the Company and
may be amended or waived, in whole or in part, at any time, by the
Company, subject to applicable law and the terms of the Transaction
Support Agreement.
In order to effectuate the Exchange Offer, on September 27,
2020, the Company entered into a Transaction Support Agreement (the
“Transaction Support Agreement”) with the Applicable
Required Lenders (as defined in the 2020 BrandCo Term Loan
Facility) whereby such lenders agreed, subject to the terms
thereof, to support the implementation of the Exchange Offer
described herein, and to modify or amend the 2020 BrandCo Term Loan
Facility, as may be necessary or appropriate.
The Company has retained Jefferies LLC to act as the dealer
manager (the “Dealer Manager”) for the Exchange Offer.
Global Bondholder Services Corporation will act as the Information
Agent and Exchange Agent for the Exchange Offer. Questions
regarding the Exchange Offer should be directed to Jefferies LLC,
520 Madison Avenue, New York, New York 10022, Attn: Alvin Ng, or
(212) 336-6677. Requests for documentation should be directed to
Global Bondholder Services Corporation at (212) 430-3774 (for banks
and brokers) or (866) 470-3900 (for all others).
The Company will be hosting a conference call for all holders of
Notes regarding the Exchange Offer and Consent Solicitation at 2:30
p.m. New York City time on Wednesday, September 30, 2020. To listen
to the conference call by telephone, dial toll-free 800-786-5706
(if dialing from within the U.S.) or toll-free 08006922011 (if
dialing from the United Kingdom). The conference ID is 21970322. A
replay of the conference call will be available at 800 633-8284 or
08006920831 with conference ID 21970322.
Presentation materials for the conference call will be furnished
to the Securities and Exchange Commission prior to the call and
will also be available on the Company’s investor relations website
at www.revloninc.com.
This announcement is for informational purposes only and is not
a solicitation of an offer to purchase the Notes. The Exchange
Offer is being made solely pursuant to the Offering Memorandum. The
Exchange 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 securities laws or
blue sky laws require the Exchange Offer to be made by a licensed
broker or dealer, the Exchange Offer will be deemed to be made on
behalf of the Company by the Dealer Manager, or one or more
registered brokers or dealers that are licensed under the laws of
such jurisdiction.
None of the Company or its affiliates, the Dealer Manager, the
Information Agent, the Exchange Agent or the trustee with respect
to the Notes is making any recommendation as to whether holders
should tender any Notes in response to the Exchange Offer, and
neither the Company nor any such other person has authorized any
person to make any such recommendation. Holders must make their own
decision as to whether to tender any of their Notes, and, if so,
the principal amount of Notes to tender.
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.
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 ability to consummate the Exchange Offer and
Consent Solicitation and the Company’s expectations regarding
future liquidity, cash flows, mandatory debt payments and other
expenditures. 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). Factors other than those referred to
above, such as continuing adverse impacts from the ongoing COVID-19
pandemic, 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/20200929005461/en/
Investor Relations: 212-527-4040 or
Eric.warren@revlon.com
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