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Revlon Announces Early Settlement of Tender Offer for 9¾% Senior Secured Notes

  Revlon Announces Early Settlement of Tender Offer for 9¾% Senior Secured
  Notes

Business Wire

NEW YORK -- February 8, 2013

Revlon, Inc. (NYSE: REV) today announced the early settlement of its
previously announced tender offer and solicitation of consents (the "Tender
Offer") by its wholly-owned operating subsidiary, Revlon Consumer Products
Corporation ("RCPC") for any and all of its 9¾% Senior Secured Notes due
November 2015 (CUSIP No. 761519 BB2) (the “Notes”). The Tender Offer is
described in an offer to purchase and consent solicitation statement, dated
January 29, 2013, and the related letter of transmittal and consent (together
the "Offering Materials," including any amendments or supplements to the
foregoing). RCPC has provided notice of its intention to redeem any Notes not
purchased in the Tender Offer.

As part of the previously announced Tender Offer, RCPC solicited consents from
the holders of the Notes for certain proposed amendments (the “Proposed
Amendments”) that would eliminate substantially all of the restrictive
covenants, certain events of default and related provisions contained in the
indenture governing the Notes (the “Indenture”). Adoption of the Proposed
Amendments required consents from holders of a majority in aggregate principal
amount of the outstanding Notes. RCPC has received the requisite consents to
execute a supplemental indenture to effect the Proposed Amendments.

As of 11:59 p.m., New York City time, on February 7, 2013 (the "Consent
Date"), holders of approximately $192 million aggregate principal amount of
Notes had validly tendered and not validly withdrawn such Notes (the "Early
Tender Notes"), which represents approximately 58% of the $330 million
aggregate principal amount of the Notes outstanding prior to the Tender Offer.
RCPC has accepted all Early Tender Notes and used the net proceeds from its
offering of senior notes completed on February 8, 2013 to pay the total
consideration of $1,054.50 (including the $30.00 consent payment) per $1,000
principal amount to all holders of such Early Tender Notes plus accrued and
unpaid interest from the last interest payment date to, but not including, the
payment date.

Withdrawal rights for the Tender Offer have expired.

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 RCPC may extend the Tender Offer
(the "Expiration Date"), unless earlier terminated. Notes validly tendered in
the Tender Offer after the Early Tender Date, but before the Expiration Date
and accepted for purchase will receive $1,024.50 per $1,000 principal amount
of Notes tendered. In addition, all Notes validly tendered in the Tender Offer
on or prior the Expiration Date 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 after the
Early Tender Date and at or prior to the Expiration Date and accepted for
purchase will be made promptly after the Expiration Date. No tenders of the
Notes will be valid if submitted after the Expiration Date.

Citigroup Global Markets Inc. is the sole dealer manager of 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
(toll) (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 RCPC or its affiliates, its board 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 (i) conduct certain refinancing transactions on a variety of
terms and conditions; (ii) conduct an offer to purchase for cash any and all
of RCPC’s 9¾% Senior Secured Notes due 2015; and (ii) redeem the aggregate
principal amount of 9¾% Senior Secured Notes due 2015 that remain outstanding
following the Tender Offer. 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,
the offer to purchase for cash any and all of RCPC’s 9¾% Senior Secured Notes
due 2015 and the redemption of the aggregate principal amount of 9¾% Senior
Secured Notes due 2015 that may remain outstanding on the scheduled redemption
date, including due to our inability to obtain sources of financing to fund
any or all of the total consideration under the Tender Offer or 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:

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