Revlon, Inc. (NYSE: REV) today announced certain modifications
to the Early Tender Deadline (as defined below) procedures for
Revlon Consumer Products Corporation’s, Revlon, Inc.’s direct
wholly-owned operating subsidiary (the “Company”),
previously-announced offer to exchange (the “Exchange
Offer”) any and all of the Company’s outstanding $344,785,000
aggregate principal amount of 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 in the Offering Memorandum), Mixed Consideration (as
defined in the Offering Memorandum) 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.
As the October 13, 2020 Early Tender Deadline approaches and in
light of the upcoming federal bank holiday on October 12, 2020, the
Company would like to clarify that an Eligible Holder electing
Mixed Consideration who validly tenders and does not validly
withdraw its Notes and submits elections for Mixed Consideration
through The Depository Trust Company’s (“DTC”) Automated
Tender Offer Program (“ATOP”) by 5:00 p.m. New York City
time on October 13, 2020 (the “Early Tender Deadline”) will
be deemed by the Company to have timely tendered its Notes prior to
the Early Tender Deadline if it completes the various items of
required documentation described in the Offering Memorandum under
the caption, “New Lender Requirements,” after the Early Tender
Deadline as promptly as practicable to permit prompt settlement of
the Exchange Offer. Any delays in completing and submitting the
required documentation may result in delays in settlement.
The Exchange Offer will expire at 11:59 p.m. New York City time
on October 27, 2020 (the “Expiration Time”), subject to
earlier termination, withdrawal or extension by the Company at its
discretion.
The Company expects to settle the Exchange Offer shortly after
the Early Tender Deadline or the Expiration Time (in each case, if
the conditions to the Exchange Offer and Consent Solicitation are
fulfilled and all documentation requirements are satisfied by
Eligible Holders seeking Mixed Consideration at that time), as the
case may be. Accrued and unpaid interest on the Notes will be paid
to, but not including, the relevant settlement date of the Exchange
Offer.
The Company has retained Jefferies LLC to act as the dealer
manager (the “Dealer Manager”) for the Exchange Offer.
Global Bondholder Services Corporation is acting 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 at
(212) 336-6677 or ang2@jefferies.com. 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) or contact@gbsc-usa.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 the 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201008005543/en/
Investor Relations: 212-527-4040 or
Eric.warren@revlon.com
Revlon (NYSE:REV)
Historical Stock Chart
From Mar 2024 to Apr 2024
Revlon (NYSE:REV)
Historical Stock Chart
From Apr 2023 to Apr 2024