Revlon, Inc. (NYSE: REV) today announced the extension of the
Early Tender Deadline and the Withdrawal Deadline in the
previously-announced Exchange Offer and Consent Solicitation (the
“Exchange Offer”) by Revlon Consumer Products Corporation,
Revlon, Inc.’s directly wholly-owned operating subsidiary
(“RCPC” or the “Company”). In the Exchange Offer,
RCPC is offering holders of any and all of the outstanding
$342,785,000 aggregate principal amount of RCPC’s 5.75% Senior
Notes due February 15, 2021 (the “Notes”) the opportunity to
exchange their Notes for either the Cash Consideration or the Mixed
Consideration (each as described below) on the terms as set forth
in the Offering Memorandum and Consent Solicitation Statement (the
“Offering Memorandum”), dated September 29, 2020.
Each of the Early Tender Deadline and the Withdrawal Deadline
for the Exchange Offer has been extended to 5:00 p.m., New York
City time, on Friday, October 23, 2020 (the “New Early Tender
Deadline”), from the previous deadline on October 22, 2020. The
Exchange Offer will expire at 11:59 p.m., New York City time, on
Tuesday, October 27, 2020 (the “Expiration Time”), subject
to earlier termination, withdrawal or extension by the Company in
its sole and absolute discretion.
For each $1,000 principal amount of Notes validly tendered,
holders will receive either, at their option:
(i)
$275 in cash (plus the $50 Early
Tender/Consent Fee, if such Notes are tendered at or before the New
Early Tender Deadline), for an aggregate of $325 in cash (the
“Cash Consideration”); or
(ii)
a combination of (1) $200 in cash (plus
the $50 Early Tender/Consent Fee if such Notes are tendered at or
before the New Early Tender Deadline), for an aggregate of $250 in
cash, plus (2) $145 aggregate principal amount of ABL FILO Term
Loans, plus (3) $217.50 aggregate principal amount of New
BrandCo Second-Lien Term Loans (collectively, the “Mixed
Consideration”), if the holder is an Eligible Holder. An
“Eligible Holder” is (a)(1) a qualified institutional buyer
as defined in Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), (2) an institutional
accredited investor within the meaning of Rule 501(a)(1), (a)(2),
(a)(3) or (a)(7) of the Securities Act or (3) 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 in the 2016 U.S. ABL
Facility (as defined below), or in the 2020 BrandCo Term Loan
Facility (as defined below), and in each case, in certain related
agreements and security documents).
Note holders who tender their Notes after the New Early Tender
Deadline will not be eligible to receive the $50 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 New BrandCo
Second-Lien 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 for the Exchange Offer. Failure to do so will render
invalid a tender of Notes by the electing Eligible Holder.
As of 5:00 p.m., New York City time, on October 22, 2020,
approximately $46,626,000 aggregate principal amount of the Notes
(or approximately 13.6% of the aggregate outstanding principal
amount of the Notes) had been validly tendered into the Exchange
Offer and not withdrawn.
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”
and, together with the ABL FILO Term Loans, the “New
Loans”).
Previously-Disclosed Amendments to Tender Procedures for
Eligible Holders Electing Mixed Consideration
As previously disclosed, an Eligible Holder electing Mixed
Consideration who validly tenders and does not validly withdraw its
Notes and submits elections for Mixed Consideration through the
ATOP system of the Depository Trust Company (“DTC”) by the
New Early Tender Deadline will be deemed by the Company to have
timely tendered its Notes prior to the New Early Tender Deadline if
it completes the “New Lender Requirements” (as defined in
the Offering Memorandum), other than tendering its Notes through
DTC’s ATOP system, after the New 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 Company reserves the right, in its sole and absolute
discretion, to reject an Eligible Holder’s tender of Notes made as
described above to the extent the New Lender Requirements are not
completed promptly after the New Early Tender Deadline by the
respective Eligible Holder.
The Company further reserves the right, in its sole and absolute
discretion, to accept for payment and settle the Exchange Offer
with respect to an Eligible Holder’s Notes that are tendered into
the Exchange Offer, prior to such Eligible Holder’s completion of
the New Lender Requirements (including “know your customer” and
similar other documentation) (any such Notes, the “Delayed
Lender Requirements Notes”). The 2016 U.S. ABL Facility and the
2020 BrandCo Term Loan Facility will provide that the Company and
the relevant guarantors are obligated to incur the New Loans in
respect of such Delayed Lender Requirements Notes and to make such
New Loans available to the relevant Eligible Holder (or its
designees, to the extent such designees complete the New Lender
Requirements), and the relevant Eligible Holder (or such designees)
will, beginning on such date of settlement, have the right to
receive such New Loans upon completion of the New Lender
Requirements. Interest on the New Loans will begin to accrue on the
date of such settlement. To the extent an Eligible Holder who
elects Mixed Consideration is unable to complete the New Lender
Requirements, it will have the option to either (i) designate
another party to receive the New Loans (provided such designee is
also an Eligible Holder), but retain the cash portion of the Mixed
Consideration or (ii) if the Eligible Holder is not able to
designate another party to receive the New Loans, forgo the New
Loans (but retain the cash portion of the Mixed Consideration). Any
such Delayed Lender Requirements Notes will be presented to the
Trustee for cancellation.
Each Eligible Holder of Delayed Lender Requirements Notes should
be aware that if the Company exercises its right to accept for
payment and settle the Exchange Offer with respect to such Delayed
Lender Requirements Notes, until such holder or its assignee
completes the New Lender Requirements, the right to receive the New
Loans in respect thereof will not be secured by any collateral. As
a result, any such Eligible Holder will be subject to the risks of
having an unsecured contractual right to receive New Loans until
such time as the relevant New Lender Requirements are completed by
such Eligible Holder and the New Loans are provided to such
Eligible Holder in accordance with the 2016 U.S. ABL Facility or
the 2020 BrandCo Term Loan Agreement, as the case may be.
Therefore, Eligible Holders electing to receive Mixed Consideration
should seek to complete the New Lender Requirements as soon as
practicable.
The Company has retained Jefferies LLC to act as 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.
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/20201023005290/en/
Investor Relations: 212-527-4040 or
Eric.warren@revlon.com
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