Message #13 From:
NewsBot Date: December 18, 2006 06:20:00 AM
REV News Revlon Announces Subscription Price and Offering Terms for Its $100 Million Rights Offering
NEW YORK--(BUSINESS WIRE)--Revlon, Inc. (NYSE: REV) ("Revlon"), in conjunction with its
previously-announced $100 million rights offering, today announced the
subscription price and the number of shares of Revlon Class A common
stock that can be purchased pursuant to each subscription right.
Pursuant to the rights offering, Revlon will distribute, at no charge,
one transferable subscription right for each share of Class A common
stock and Class B common stock held by each stockholder of record as of
5:00 p.m. New York City time, on December 11, 2006 (the "Record Date").
Each subscription right will enable rights holders to purchase 0.2308 of
a share of Revlon's Class A common stock. Fractional shares of Class A
common stock will not be issued. The subscription price for each share
of Class A common stock is $1.05 per share.
In addition, the subscription rights include an over-subscription
privilege pursuant to which each rights holder that exercises its basic
subscription privilege in full (as described in the prospectus
supplement being mailed on or about December 18, 2006 to stockholders of
record as of the Record Date) may also subscribe for additional shares
at the same subscription price of $1.05 per share, to the extent that
other rights holders (other than MacAndrews & Forbes, defined below) do
not exercise their subscription rights in full. If a sufficient number
of shares are not available to fully satisfy the over-subscription
privilege requests, the available shares will be sold pro-rata among
subscription rights holders who exercised their over-subscription
privilege, based on the number of shares each subscription rights holder
subscribed for under the basic subscription privilege.
Approximately $50 million of the proceeds from the rights offering are
expected to be used to redeem approximately $50 million principal amount
of the 8 5/8% Senior Subordinated Notes due 2008 of Revlon Consumer
Products Corporation, Revlon's wholly-owned operating subsidiary
("RCPC"), with the remainder of such proceeds expected to be used to
repay indebtedness outstanding under RCPC's $160 million multi-currency
revolving credit facility, without any permanent reduction in that
commitment, after paying fees and expenses incurred in connection with
the rights offering.
While Revlon cannot provide assurances that a trading market will
develop, the subscription rights are expected to trade on the NYSE under
the symbol "REV RT" beginning approximately December 20, 2006 until
January 18, 2007, the last business day prior to the scheduled January
19, 2007 expiration date of the rights offering (subject to Revlon's
right to extend the rights offering subscription period).
MacAndrews & Forbes Holdings, Inc. and its affiliates other than Revlon
(together "MacAndrews & Forbes"), which is Revlon's parent company and
which is wholly-owned by Ronald O. Perelman, has agreed not to exercise
its basic subscription privilege. Instead, pursuant to a Stock Purchase
Agreement between MacAndrews & Forbes and Revlon, MacAndrews & Forbes
has agreed to purchase, in a private placement directly from Revlon, its
pro rata share of the $100 million of Class A common stock covered by
the rights offering, which share MacAndrews & Forbes would otherwise
have been entitled to subscribe for in the rights offering pursuant to
its basic subscription privilege (equal to approximately 60% of the
shares available for purchase under the subscription rights distributed
in the rights offering, or approximately $60 million).
MacAndrews & Forbes has also agreed not to exercise its
over-subscription privilege in the rights offering, which will maximize
the shares available for purchase by other stockholders pursuant to
their over-subscription privilege. However, pursuant to its existing
backstop obligation, if any shares remain following the exercise of the
basic subscription privilege and the over-subscription privilege by
other rights holders, MacAndrews & Forbes will backstop $75 million of
the rights offering by purchasing, also in a private placement directly
from Revlon, such number of remaining shares of Class A common stock
offered but not purchased by other rights holders as is sufficient to
ensure that the aggregate gross proceeds from (i) this rights offering,
(ii) MacAndrews & Forbes' purchase of the shares that it would otherwise
have been entitled to subscribe for pursuant to its basic subscription
privilege and (iii) if necessary, the backstop, total $75 million.
The rights offering materials, including a prospectus supplement and the
subscription rights certificates, are being mailed on or about December
18, 2006 to stockholders of record as of the Record Date. The prospectus
supplement will contain important information about the rights offering.
Stockholders are urged to read the prospectus supplement when it becomes
available. The expiration date of the rights offering will be January
19, 2007, unless extended by Revlon.
Revlon also announced that RCPC has entered into a third amendment to
its existing $87.0 million 2004 Senior Unsecured Line of Credit from
MacAndrews & Forbes (which is currently undrawn and which would
otherwise have terminated pursuant to its terms upon the consummation of
the rights offering) which provides that, upon the consummation of the
rights offering, $50.0 million of the line of credit will continue
through January 31, 2008 on substantially the same terms.
About Revlon
Revlon is a worldwide cosmetics, skin care, fragrance, and personal care
products company. The Company's vision is to deliver the promise of
beauty through creating and developing the most consumer preferred
brands. Websites featuring current product and promotional information
can be reached at www.revlon.com, www.almay.com
and www.mitchumman.com.
Corporate and investor relations information can be accessed at www.revloninc.com.
The Company's brands, which are sold worldwide, include Revlon(R),
Almay(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).
Forward-Looking Statements
Statements in this press release which are not historical facts,
including statements about plans, strategies, beliefs and expectations
of Revlon, Inc. (the "Company"), are forward-looking and subject 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. Accordingly, except for the Company's ongoing obligations under
U.S. federal securities laws, the Company does not intend to update or
otherwise revise the forward-looking information to reflect actual
results of operations, changes in financial condition, changes in
estimates, expectations or assumptions, changes in general economic,
industry or cosmetic category conditions or other circumstances arising
and/or existing since the preparation of this press release or to
reflect the occurrence of any unanticipated events. Such forward-looking
statements include, without limitation, the Company's expectations and
estimates about future events, including the Company's plans to conduct
the rights offering and private placement and to use the proceeds
therefrom to redeem approximately $50 million of RCPC's outstanding 8
5/8% Senior Subordinated Notes, with the remainder of such proceeds to
be used to repay indebtedness under RCPC's revolving credit facility,
without any permanent reduction in that commitment, after paying fees
and expenses incurred in connection with the rights offering. 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 Securities and Exchange Commission, including the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 2005
and Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
with the SEC during 2006 and 2007 (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 difficulties, delays, unexpected costs associated with or the
Company's inability to consummate, in whole or in part, the rights
offering and private placement and/or to use the proceeds therefrom to
redeem approximately $50 million of RCPC's outstanding 8 5/8% Senior
Subordinated Notes or the remainder of such proceeds to repay
indebtedness under RCPC's revolving credit facility, without any
permanent reduction in that commitment, after paying fees and expenses
incurred in connection with the rights offering and/or the availability
of the proceeds of this rights offering, in whole or in part.
The information available from time to time on any websites referred to
in this press release shall not be deemed incorporated by reference into
this press release.
