Revlon Announces Amendment and Extension of Exchange Offer and Concurrent Consent Solicitation
Revlon, Inc. (NYSE: REV) announced today the amendment and extension by Revlon Consumer Products Corporation, its direct wholly-owned operating subsidiary (the “Company”), of its exchange offer (the “Exchange Offer”) to exchange any and all of the outstanding $342,785,000 aggregate principal amount of its 5.75% Senior Notes due 2021 (the “Notes”), as described in the amended and restated Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), dated October 23, 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 (the “Indenture”).
For each $1,000 principal amount of Notes validly tendered, holders will receive either, at their option, (i) $275 in cash (plus a $50 early tender/consent fee payable if such Notes are tendered at or before 11:59 p.m. New York City time on November 5, 2020 (the “Early Tender Deadline”)), for an aggregate of $325 in cash (“Cash Consideration”), or (ii) a combination of (1) $200 in cash (plus a $50 early tender/consent fee payable if such Notes are tendered at or before the Early Tender Deadline), for an aggregate of $250 in cash, plus, (2) (A) the Per $1,000 Pro Rata Share (as defined below) of $50,000,000 aggregate principal amount of new ABL FILO Term Loans (as defined below) and (B) the Per $1,000 Pro Rata Share (as defined below) of $75,000,000 aggregate principal amount of the New BrandCo Second-Lien Term Loans (as defined below) (the “Mixed Consideration”), if the holder is: (a)(i) a qualified institutional buyer as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), (ii) an institutional accredited investor within the meaning of Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of the Securities Act or (iii) 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 under the 2016 U.S. ABL Facility (as defined below) and related security documents and intercreditor agreements or the 2020 BrandCo Term Loan Facility (as defined below) and related security documents and intercreditor agreements) (an “Eligible Holder”). The “Per $1,000 Pro Rata Share” is (1) $1,000, divided by (2) the aggregate principal amount of Notes tendered for Mixed Consideration by all Eligible Holders and accepted for payment by the Company.