Revlon Announces Launch of Cash Tender Offer for Outstanding 9¾% Senior Secured Notes due 2015

  Revlon Announces Launch of Cash Tender Offer for Outstanding 9¾% Senior
  Secured Notes due 2015

Business Wire

NEW YORK -- January 29, 2013

Revlon, Inc. (NYSE: REV) today announced that its wholly-owned operating
subsidiary, Revlon Consumer Products Corporation ("RCPC"), has commenced a
cash tender offer (the "Tender Offer") to purchase any and all of its
outstanding 9¾% Senior Secured Notes due 2015 (the "Notes") and a concurrent
solicitation of consents to eliminate substantially all of the restrictive
covenants and a number of events of default under the indenture governing the
Notes. Holders who tender their Notes will be deemed to consent to all of the
proposed amendments and holders may not deliver consents to the proposed
amendments without tendering their Notes in the Tender Offer. The Tender Offer
is described in an offer to purchase and consent solicitation statement, dated
January 29, 2013 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 in an amount sufficient to effect the repurchase of the Notes validly
tendered and accepted for purchase pursuant to the Tender Offer, including the
payment of applicable consent fees, accrued interest and costs and expenses
incurred in connection therewith.

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
                        Principal                            
            CUSIP       Amount         Tender Offer    Consent   Total
Title of    Number      Outstanding    Consideration   Payment   Consideration
Security
9¾%
Senior
Secured     761519BB2   $330,000,000   $1,024.50       $30.00    $1,054.50
Notes due
2015
                                                                 

The Tender Offer will expire at 11:59 p.m., New York City time, on February
26, 2013, or any other date and time to which we may extend the Tender Offer
(the "Expiration Time"), 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 11:59 p.m., New York
City time, on February 7, 2013 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 consent payment set
forth in the table above (the "Consent Payment"). Notes validly tendered in
the Tender Offer after February 7, 2013, but at or prior to the Expiration
Time and accepted for purchase will receive the Tender Offer Consideration,
but not the Consent Payment. In addition, all Notes validly tendered in the
Tender Offer at or prior to the Expiration Time 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
11:59 p.m., New York City time, on February 7, 2013 and accepted for purchase
will be made promptly after February 7, 2013. Payment for Notes that are
validly tendered in the Tender Offer after 11:59 p.m., New York City time, on
February 7, 2013, but at or prior to the Expiration Time and accepted for
purchase will be made promptly after the Expiration Time. No tenders of the
Notes will be valid if submitted after the Expiration Time.

Tenders of the Notes may be withdrawn from the Tender Offer at any time at or
prior to, but not after, 11:59 p.m., New York City time, on February 7, 2013.

RCPC intends to call for redemption any Notes not tendered in the Tender
Offer.

Citigroup Global Markets Inc. is the sole dealer manager for 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
(collect) (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 Revlon, RCPC or its affiliates, their respective boards 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. 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; and (ii) an offer to purchase for cash any and all of
RCPC's 9¾% Senior Secured Notes due 2015. 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 Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the SEC during 2012 and 2013 (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 9¾% Senior Secured Notes due 2015 or
the offer to purchase for cash any and all of RCPC's 9¾% Senior Secured Notes
due 2015, including 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 global color cosmetics, hair color, beauty tools, fragrances,
skincare, anti-perspirant deodorants and beauty care products company whose
vision is Glamour, Excitement and Innovation through high-quality products at
affordable prices. Revlon® is one of the strongest consumer brand franchises
in the world. Revlon’s global brand portfolio includes Revlon® color
cosmetics, Almay® color cosmetics, SinfulColors® color cosmetics, Pure Ice™
color cosmetics, Revlon ColorSilk® hair color, Revlon® beauty tools, Charlie®
fragrances, Mitchum® anti-perspirant deodorants, and Ultima II® and Gatineau®
skincare. Websites featuring current product and promotional information can
be reached at www.revlon.com, www.almay.com and www.mitchum.com. Corporate and
investor relations information can be accessed at www.revloninc.com.

Contact:

Investor Relations & Media:
Elise Garofalo, 212-527-5264
Senior Vice President, Treasurer and Investor Relations
 
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