UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 29, 2006
(Date of Earliest Event Reported): (November 29, 2006)
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Revlon, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 1-11178 13-3662955
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification No.)
237 Park Avenue 10017
New York, New York
(Address of Principal Executive Offices) (Zip Code)
(212) 527-4000
(Registrant's telephone number, including area code)
None
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 7.01. Regulation FD Disclosure.
On November 29, 2006, Revlon, Inc. (the "Company") issued a press
release (the "Right Offering Press Release") announcing its intention to launch,
in December 2006, a $100 million rights offering that would allow stockholders
to purchase additional shares of the Company's Class A common stock. The Company
also announced that it expects to use approximately $50 million of the proceeds
from such rights offering to redeem approximately $50 million in aggregate
principal amount of the 8 5/8% Senior Subordinated Notes due 2008 of Revlon
Consumer Products Corporation ("RCPC"), the Company's wholly-owned operating
subsidiary, with the remainder of such proceeds to be used to repay indebtedness
outstanding under RCPC's Proposed 2006 Revolving Credit Facility (defined
below), without any permanent reduction in that commitment, after paying fees
and expenses incurred in connection with such offering. The Company also
announced that RCPC's existing $87.0 million line of credit from MacAndrews &
Forbes, the Company's parent company, will be amended to provide for the
continuation of $50.0 million of the line of credit through January 31, 2008 on
substantially the same terms. A copy of the Rights Offering Press Release is
attached to this Form 8-K as Exhibit 99.1 and it is incorporated by reference
into this Item 7.01.
On November 29, 2006, the Company also issued a press release (the
"Credit Facilities Press Release") announcing RCPC's plans to refinance its
existing credit agreement as part of the Company's overall plans to improve cash
flow and strengthen its balance sheet and capital structure. Such refinancing is
expected to include the replacement of RCPC's existing $800 million term loan
with a new 5-year $840 million term loan facility (the "Proposed 2006 Term Loan
Facility") and amending its existing $160 million multi-currency revolving
credit facility and extending its maturity through the same 5-year period (the
"Proposed 2006 Revolving Credit Facility" and, together with the Proposed 2006
Term Loan Facility, the "Proposed 2006 Credit Facilities"). The Company expects
that RCPC will use the proceeds of the Proposed 2006 Credit Facilities to repay
in full the approximately $800 million of outstanding indebtedness (plus accrued
interest and a prepayment fee) under RCPC's existing term loan facility and the
balance of such proceeds would be available for general corporate purposes,
after paying fees and expenses incurred in connection with consummating the
Proposed 2006 Credit Facilities. A copy of the Credit Facilities Press Release
is attached to this Form 8-K as Exhibit 99.2 and it is incorporated by reference
into this Item 7.01.
The transactions described in this Form 8-K are subject to market and
other customary conditions. There can be no assurances that these transactions
will be consummated.
In accordance with General Instruction B.2 to the Form 8-K, the
information under this Item 7.01 and the press releases shall be deemed to be
"furnished" to the Securities and Exchange Commission (the "SEC") and not be
deemed to be "filed" with the SEC for purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.1 Rights Offering Press Release, dated November 29, 2006.
99.2 Credit Facilities Press Release, dated November 29, 2006.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REVLON, INC.
By: /s/ Robert K. Kretzman
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Robert K. Kretzman
Executive Vice President, Chief Legal Officer
and General Counsel
Date: November 29, 2006
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Rights Offering Press Release, dated November 29, 2006.
99.2 Credit Facilities Press Release, dated November 29, 2006.
4
Exhibit 99.1
Revlon Announces Plans to Issue $100 Million of Equity
NEW YORK--(BUSINESS WIRE)--Nov. 29, 2006 - Revlon, Inc. (NYSE: REV)
announced today that it intends to launch, in December 2006, a $100 million
rights offering that would allow stockholders to purchase additional shares of
Revlon Class A common stock. Revlon plans to use the proceeds of such equity
issuance to reduce debt.
Pursuant to the rights offering, Revlon would distribute at no charge to each
stockholder of record of its Class A and Class B common stock, as of the close
of business on December 11, 2006, the record date set by Revlon's Board of
Directors, transferable subscription rights that would enable such stockholders
to purchase shares of Class A common stock at a subscription price to be
determined by a committee of Revlon's Board of Directors composed solely of
independent directors within the meaning of Section 303A.02 of the NYSE Listed
Company Manual and the Board's Guidelines for Assessing Director Independence,
and based on market conditions at the time of the rights offering.
Pursuant to an over-subscription privilege in the rights offering, each rights
holder that exercises its basic subscription privilege in full may also
subscribe for additional shares at the same subscription price per share, to the
extent that other stockholders do not exercise their subscription rights in
full. If an insufficient number of shares is 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.
MacAndrews & Forbes, Revlon's parent company, which is wholly-owned by Ronald O.
Perelman, has agreed to purchase its pro rata share of the $100 million of Class
A common stock covered by the rights offering, which share M&F would otherwise
have been entitled to subscribe for in the rights offering pursuant to its basic
subscription right. Additionally, 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 such number of
remaining shares of Class A common stock offered but not purchased by other
stockholders as would be sufficient for the aggregate gross proceeds of the
rights offering to total $75 million.
Although MacAndrews & Forbes would otherwise be entitled to an over-subscription
right, it has agreed not to exercise its over-subscription right, which will
maximize the shares available for purchase by other stockholders pursuant to
their over-subscription rights.
The rights offering of approximately $100 million would be conducted via an
existing effective shelf registration statement. 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 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 proposed rights
offering.
1
This press release shall not constitute an offer to sell, nor the solicitation
of an offer to buy, any securities, nor shall there be any sale of securities
mentioned in this press release in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state. The rights offering will be made only by
means of a prospectus and a related prospectus supplement. When available,
copies of the prospectus and prospectus supplement may be obtained from Revlon,
Inc., 237 Park Avenue, New York, N.Y. 10017, (212) 527-4000, Attention: Deputy
General Counsel.
The shares to be sold to MacAndrews & Forbes will be sold in reliance on Rule
506 under the Securities Act of 1933, as amended. The proposed issuance of
shares to MacAndrews & Forbes will not be registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The rights offering described in this press release is expected to be
consummated in January 2007, subject to market and other customary conditions,
at which time RCPC's existing $87.0 million line of credit from MacAndrews &
Forbes will be amended to provide for the continuation of $50.0 million of the
line of credit through January 31, 2008 on substantially the same terms. There
can be no assurance that the transactions described in this press release will
be consummated.
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 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, Revlon's expectations and estimates about future events, including
Revlon's plans to conduct the proposed rights offering 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 proposed rights offering. Actual results may differ
materially from such forward-looking statements for a number of reasons,
including those set forth in Revlon's filings with the Securities and Exchange
Commission, including Revlon'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 (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 Revlon's inability to consummate, in whole or in part, the
proposed rights offering 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 proposed rights
offering.
2
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.
SOURCE: Revlon, Inc.
Contact: Calandra Matthews
212-527-6463
3
Exhibit 99.2
Revlon Announces Plans to Refinance Existing Credit Agreement
NEW YORK-- (BUSINESS WIRE)--Nov. 29, 2006--Revlon, Inc. (NYSE: REV), announced
today that its wholly-owned operating subsidiary, Revlon Consumer Products
Corporation ("RCPC"), plans to refinance its existing credit agreement as part
of the Company's overall plans to improve cash flow and strengthen its balance
sheet and capital structure.
As part of the refinancing, RCPC expects to refinance and replace its
existing $800 million term loan with a new 5-year $840 million term loan
facility (the "2006 Term Loan Facility") and amend its existing $160 million
multi-currency revolving credit facility and extend its maturity through the
same 5-year period (the "2006 Revolving Credit Facility" and, together with the
2006 Term Loan Facility, the "2006 Credit Facilities"). It is expected that the
2006 Term Loan Facility would be secured by substantially the same collateral
package and guarantees that secure RCPC's existing term loan facility and the
2006 Revolving Credit Facility will continue to be secured by its existing
collateral package and guarantees.
While there can be no assurances that the 2006 Credit Facilities will be
finalized and closed, if RCPC completes this refinancing, the Company believes
that it will result in annual interest savings due to expected lower interest
margins, provide the Company with greater financial and other covenant
flexibility and extend the maturity dates of RCPC's existing bank credit
agreement.
RCPC expects to use the proceeds of the 2006 Credit Facilities to repay in full
the approximately $800 million of outstanding indebtedness (plus accrued
interest and a prepayment fee) under its existing term loan facility. The
balance of such proceeds is expected to be available for general corporate
purposes, after paying fees and expenses incurred in connection with
consummating the 2006 Credit Facilities.
RCPC expects to close and fund the 2006 Credit Facilities in late December 2006.
Consummation of the 2006 Credit Facilities transactions is subject to a number
of customary conditions, including, among other things, the execution of
definitive documentation, perfection of security interests in collateral and
that Revlon launch a rights offering for at least $100 million in equity
securities (although the 2006 Credit Facilities are not conditioned upon the
consummation of such rights offering).
Citicorp Global Markets Inc. has agreed to act as Sole Lead Arranger and Sole
Bookrunner, with Citicorp USA, Inc. acting as Administrative Agent on the 2006
Term Loan Facility and 2006 Revolving Credit Facility. JPMorgan Chase Bank, N.A.
has agreed to act as Syndication Agent on the 2006 Term Loan Facility.
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 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, Revlon's expectations and estimates about future events, including
RCPC's plans to refinance its existing credit agreement, the nature, scope and
benefits of the terms of such refinancing and timing thereof and the use of
proceeds. Actual results may differ materially from such forward-looking
statements for a number of reasons, including those set forth in Revlon's
filings with the Securities and Exchange Commission, including Revlon'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 (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, the inability of RCPC to refinance its existing credit
agreement, or changes in the nature, scope and benefits of the terms of such
refinancing and/or timing thereof and/or the use of proceeds. 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.
SOURCE: Revlon, Inc.
Contact: Calandra Matthews
212-527-6463
2