UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

______________

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: November 2, 2016
(Date of earliest event reported: September 7, 2016)

REVLON, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 212-527-4000

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):

 

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Item 2.01          Completion of Acquisition or Disposition of Assets.

On September 9, 2016, Revlon, Inc. filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Form 8-K”) disclosing that on such date, Revlon, Inc. and Revlon Consumer Products Corporation, Revlon, Inc.’s direct wholly-owned operating subsidiary (“RCPC” and, together with Revlon, Inc. and their subsidiaries, “Revlon”), completed the acquisition (the “Acquisition”) of Elizabeth Arden, Inc. (“Elizabeth Arden”).  Pursuant to the terms of the previously-announced Agreement and Plan of Merger, dated as of June 16, 2016 (the “Merger Agreement”), by and among Revlon, RR Transaction Corp., then a wholly-owned direct subsidiary of RCPC (“Acquisition Sub”), and Elizabeth Arden, Acquisition Sub merged with and into Elizabeth Arden, with Elizabeth Arden continuing as the surviving corporation (the “Merger”).  As a result of the Merger, Elizabeth Arden became a wholly-owned subsidiary of RCPC.

In connection with and substantially concurrently with the closing of the Merger: (i) RCPC, together with Revlon, Inc., entered into a 7-year $1,800.0 million senior secured term loan facility (the “2016 Term Loan Facility” and such agreement being the “2016 Term Loan Credit Agreement”) and a 5-year $400.0 million senior secured asset-based revolving credit facility (the “2016 Revolving Credit Facility” and such agreement being the “2016 Revolving Credit Agreement” and such facility, together with the 2016 Term Loan Facility, the “Senior Facilities”); and (ii) Revlon Escrow Corporation (the “Escrow Issuer”), a wholly-owned subsidiary of RCPC, was merged with and into RCPC, with RCPC as the surviving corporation, and the net proceeds from the previously-announced issuance and sale of the Escrow Issuer’s 6.25% Senior Notes due 2024 (the “6.25% Senior Notes”), which closed on August 4, 2016 (the “6.25% Senior Notes Offering”), were released from escrow (the “Escrow Release”). In connection with entering into the Senior Facilities, RCPC maintained its existing floating-to-fixed interest rate swap based on a notional amount of $400 million under the 2016 Term Loan Facility.

The proceeds of RCPC’s 6.25% Senior Notes Offering and the 2016 Term Loan Facility, together with approximately $35.0 million of borrowings under the 2016 Revolving Credit Facility and approximately $126.7 million of RCPC’s cash on hand, were used to fund the total cash purchase price of $1,034.3 million, which included the repurchase of each share of Elizabeth Arden’s Series A Serial Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), to pay costs and expenses related to the Merger and to repay, refinance or retire: (1) RCPC’s existing 2011 term loan due 2017 and RCPC’s 2013 term loan due 2019, which were governed by the same term loan facility agreement; (2) the full outstanding principal amount of Elizabeth Arden’s 7⅜% senior notes due 2021; (3) all outstanding borrowings under Elizabeth Arden’s revolving credit facility; and (4) all outstanding borrowings under Elizabeth Arden’s second lien credit facility.  RCPC also terminated its existing revolving credit facility due 2018.  No material early termination penalties were incurred by Revlon in connection with repaying, refinancing or retiring the debt facilities described above.

This Current Report on Form 8-K is being filed with the SEC to provide the disclosures required by Item 9.01 of Form 8-K, including the required pro forma financial statements, and amends and supplements the Original Form 8-K.

All required historical financial statements of Elizabeth Arden and related independent auditor’s consent were filed by RCPC on its Registration Statement on Form S-4, on October 20, 2016, which historical financial statements are hereby incorporated by reference in their entirety into this Form 8-K/A and shall be deemed filed with this Form 8-K/A for purposes of the Securities Exchange Act of 1934, as amended.

Except as otherwise provided herein, the other disclosures made in the Original Form 8-K remain unchanged.

Item 9.01          Financial Statements and Exhibits.

(a)           Financial Statements of Businesses Acquired.

 

The Annual Report on Form 10-K of Elizabeth Arden, Inc. for the fiscal year ended June 30, 2016 is hereby incorporated by reference.

 

(b)          Pro Forma Financial Information.

Attached hereto and included herein is the following exhibit:

The pro forma condensed combined financial statements are unaudited, are presented for informational purposes only, and are not necessarily indicative of the financial position or results of operations that would have occurred had the Elizabeth Arden Acquisition been completed as of the dates or at the beginning of the periods presented. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future consolidated financial position or operating results of the combined companies.

(c)          Not applicable.

(d)          Exhibits

 

Forward-Looking Statements

Statements and other information included in this Form 8-K/A, which are not historical facts, including statements about Revlon’s plans, strategies, beliefs and expectations, as well as certain estimates and assumptions used by Revlon’s management, may contain forward-looking statements that are 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 and, except for Revlon’s ongoing obligations under the U.S. federal securities laws, Revlon undertakes no obligation to publicly update any forward-looking statement, whether to reflect actual results of operations; changes in financial condition; changes in general economic, industry or cosmetics category conditions; changes in estimates, expectations or assumptions; or other circumstances or events arising after the filing of this Form 8-K/A. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on preliminary or potentially inaccurate estimates and assumptions, including the estimates and assumptions used by Revlon in preparing the pro forma financial information referenced in this Form 8-K/A, that could cause actual results to differ materially from those expected or implied by the pro forma financial information or the estimates and assumptions used in preparing the pro forma financial information. Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in Revlon, Inc.’s filings with the SEC, including, without limitation, Revlon, Inc.’s Annual Reports on Form 10-K and Revlon, Inc.’s Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that Revlon, Inc. has filed and/or will file with the SEC (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 the fact that (i) while the Elizabeth Arden Acquisition will be accounted for under the acquisition method of accounting (whereby the assets acquired and liabilities assumed will be measured at their respective fair values with any excess reflected as goodwill), the determination of the fair values of the net assets acquired, including intangible and net tangible assets, is based upon certain valuations that have not been finalized, and while the adjustments to record the assets acquired and liabilities assumed at fair value reflect Revlon’s best estimate, such valuations are subject to change once the detailed analyses are completed, which adjustments may be material; and/or (ii) difficulties or delays in and/or Revlon’s inability to integrate the Elizabeth Arden business which could result in less than expected synergies and/or cost reductions, more than expected costs to achieve the planned synergies and/or cost reductions or delays in achieving the expected synergies and/or cost reductions. Such factors could also cause Revlon’s results to differ materially from any results expected or implied by the pro forma financial information. Additionally, the business and financial materials and any other statement or disclosure on, or made available through, Revlon’s websites or other websites referenced herein shall not be incorporated by reference into this Form 8-K/A.

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.

Date: November 2, 2016

 

EXHIBIT INDEX

 

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On the September 7, 2016 Acquisition Date, Revlon, Inc. (“Revlon” and together with its subsidiaries, the “Company”) completed the Elizabeth Arden Acquisition for a total cash purchase price of $1,034.3 million, pursuant to an agreement and plan of merger (the “Merger Agreement”) by and among Revlon, Revlon Consumer Products Corporation (“Products Corporation”), RR Transaction Corp. (then a wholly-owned subsidiary of Products Corporation), and Elizabeth Arden, Inc. (“Elizabeth Arden”).  On the Acquisition Date, Elizabeth Arden merged (the “Merger”) with and into RR Transaction Corp. (“Acquisition Sub”), with Elizabeth Arden surviving the Merger as a wholly-owned subsidiary of Products Corporation.  Elizabeth Arden is a global prestige beauty products company with an iconic portfolio of beauty brands that are highly complementary to the Company’s existing brand portfolio and are sold worldwide. In North America, Elizabeth Arden’s principal customers include prestige retailers, the mass retail channel and distributors, as well as direct sales to consumers via its branded retail outlet stores and e-commerce business. Elizabeth Arden products are also sold through the Elizabeth Arden Red Door Spa beauty salons and spas. Internationally, Elizabeth Arden’s portfolio of owned and licensed brands is sold to perfumeries, boutiques, department stores, travel retailers and distributors.

The following unaudited pro forma condensed combined balance sheet combines Revlon’s unaudited historical consolidated balance sheet as of June 30, 2016 with the audited historical consolidated balance sheet of Elizabeth Arden as of June 30, 2016, giving effect to the Transactions (as defined below) on a pro forma basis as if they had been completed on June 30, 2016. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2016 and 2015 and the fiscal year ended December 31, 2015 combines our unaudited historical consolidated statements of operations for the periods then ended with the unaudited historical consolidated statements of operations of Elizabeth Arden for the six months ended June 30, 2016 and 2015 and the calculated fiscal year ended December 31, 2015 (as discussed below), and gives effect to the Transactions on a pro forma basis as if they had been completed on January 1, 2015. The unaudited pro forma condensed combined financial statements show the impact of the Transactions on our and Elizabeth Arden’s respective historical consolidated financial positions and results of operations under the acquisition method of accounting, in accordance with ASC Topic 805, “Business Combinations,” with Products Corporation treated as the acquiror of Elizabeth Arden.

The unaudited pro forma condensed combined financial statements reflect certain adjustments to Elizabeth Arden’s historical consolidated financial statements to align those financials with the Company’s U.S. GAAP accounting policies. These adjustments reflect the Company’s best estimates based upon the information currently available to the Company. Additionally, certain items have been reclassified from Elizabeth Arden’s unaudited historical consolidated financial statements to align the presentation of those financial statements with the Company’s financial statement presentation. These reclassifications were determined based upon the information currently available to the Company, and additional reclassifications may be necessary once the acquisition accounting is completed and additional information becomes available to the Company.

The Transactions are accounted for under the acquisition method of accounting, whereby the assets acquired and liabilities assumed are measured at their respective fair values as of the date of completion of the Acquisition, with any residual value reflected as goodwill. The determination of the fair values of the net assets acquired, including intangible and net tangible assets, is based upon certain valuations that have not been finalized, and, accordingly, the adjustments to record the assets acquired and liabilities assumed at fair value reflect our best estimates and are subject to change once further analyses are completed. Under applicable guidance, we are not required to finalize our acquisition accounting until one year after the Acquisition is completed. Any subsequent adjustments made in connection with the finalization of our acquisition accounting may be material.

The unaudited pro forma condensed combined statements of operations do not include: (1) any revenue, net cost reductions or synergies that may be achieved subsequent to the completion of the Acquisition; or (2) the impact of non-recurring items directly related to the Transactions.

The pro forma condensed combined financial statements are unaudited, are presented for informational purposes only, and are not necessarily indicative of the financial position or results of operations that would have occurred had the Transactions been completed as of the dates or at the beginning of the periods presented. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future consolidated financial position or operating results of the combined companies. The unaudited pro forma condensed combined financial statements and the accompanying notes should be read together with:

—

the separate audited historical consolidated financial statements of Revlon for the year ended December 31, 2015 (as filed with the SEC on February 26, 2016 in Revlon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015);

—

the separate audited historical consolidated financial statements of Elizabeth Arden for its fiscal years ended June 30, 2016 and 2015 (as filed with the SEC on August 15, 2016 in Elizabeth Arden’s Annual Report on Form 10-K for its fiscal year ended June 30, 2016); and

—

the separate unaudited historical consolidated financial statements of Revlon as of and for the six months ended June 30, 2016 and 2015 (as filed with the SEC on July 29, 2016 in Revlon’s Quarterly Report on Form 10-Q for the six months ended June 30, 2016).

The unaudited pro forma condensed combined statements of operations have been presented based on Revlon’s fiscal year, which ends on December 31. The following historical statement of operations data of Elizabeth Arden have been arithmetically combined for the purposes of the preparation of the unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2015, but have not been audited or reviewed by any firm of independent registered public accountants:

The following historical statement of operations data of Elizabeth Arden have been arithmetically combined for the purposes of the preparation of the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2016, but have not been audited or reviewed by any firm of independent registered public accountants:

—

the separate audited historical consolidated statement of operations data of Elizabeth Arden for its fiscal year ended June 30, 2016 (as filed with the SEC on August 15, 2016 in Elizabeth Arden’s Annual Report on Form 10-K for its fiscal year ended June 30, 2016); minus

—

the separate unaudited historical consolidated statement of operations data of Elizabeth Arden for the six months ended December 31, 2015 (as filed with the SEC on February 5, 2016 in Elizabeth Arden’s Quarterly Report on Form 10-Q for the six months ended December 31, 2015).

 

The following historical statement of operations data of Elizabeth Arden have been arithmetically combined for the purposes of the preparation of the unaudited pro forma condensed combined statement of its operations for the six months ended June 30, 2015, but have not been audited or reviewed by any firm of independent registered public accountants:

—

the separate audited historical consolidated statement of operations data of Elizabeth Arden for its fiscal year ended June 30, 2015 (as filed with the SEC on August 15, 2016 in Elizabeth Arden’s Annual Report on Form 10-K for its fiscal year ended June 30, 2016); minus

—

the separate unaudited historical consolidated statement of operations data of Elizabeth Arden for the six months ended December 31, 2014 (as filed with the SEC on February 6, 2015 in Elizabeth Arden’s Quarterly Report on Form 10-Q for the six months ended December 31, 2014).

 

Because Elizabeth Arden’s statement of operations data for the year ended December 31, 2015 in this Form 8-K/A represent an arithmetic combination of the data for the above-described fiscal periods and because the year ended December 31, 2015 and the six months ended June 30, 2015 and 2016 are not fiscal periods of Elizabeth Arden, such data may not be comparable to or indicative of the results of operations of Elizabeth Arden for a full fiscal year. In addition, because such statement of operations data have not been audited or reviewed by any firm of independent registered public accountants, such an audit or review process could result in material adjustments to such statement of operations data.

						Elizabeth
		Revlon, Inc.				Arden, Inc.				Pro Forma							Pro Forma
		Historical				Historical				Adjustments				Notes			Combined
Net Sales		$	928.5			$	384.6			$	—						$	1,313.1
Cost of Sales			325.4				208.3				(0.7	)		Note 4 (a)				533.0
Gross Profit			603.1				176.3				0.7							780.1
Selling, general, and administrative			507.1				210.5				(2.7	)		Note 4 (c)				714.9
Acquisition and integration costs			6.0				—				(1.7	)		Note 4 (d)				4.3
Restructuring charges and other, net			1.8				—				—							1.8
Operating income (loss)		$	88.2			$	(34.2	)		$	5.1						$	59.1
Other expenses, net:
Interest expense, net			41.9				14.5				14.3			Note 4 (d)				70.7
Amortization of debt issuance costs			2.9				0.4				0.4			Note 4 (d)				3.7
Foreign currency loss, net			5.1				—				—							5.1
Miscellaneous, net			0.5				—				—							0.5
Other expense, net		$	50.4			$	14.9			$	14.7						$	80.0
Income (loss) from continuing operations before income taxes			37.8				(49.1	)			(9.6	)						(20.9	)
Provision for income taxes			16.4				1.8				(3.9	)		Note 4 (e)				14.3
Net (loss) income from continuing operations		$	21.4			$	(50.9	)		$	(5.7	)					$	(35.2	)
Income from discontinued operations, net of taxes			(2.1	)							—							(2.1	)
Net income attributable to noncontrolling interests			—				—				—							—
Accretion and dividends on preferred stock			—				(1.3	)			1.3			Note 3				—
Net income (loss)		$	19.3			$	(52.2	)		$	(4.4	)					$	(37.3	)
Basic loss per common share:
Continuing operations		$	0.41														$	(0.67	)
Discounted operations			(0.04	)														(0.04	)
Net income		$	0.37														$	(0.71	)
Diluted loss per common share:
Continuing operations		$	0.41														$	(0.67	)
Discounted operations			(0.04	)														(0.04	)
Net income		$	0.37														$	(0.71	)
Weighted average number of common shares outstanding:
Basic			52,499,141															52,499,141
Diluted			52,621,066															52,621,066

						Elizabeth
		Revlon, Inc.				Arden, Inc.				Pro Forma							Pro Forma
		Historical				Historical				Adjustments				Notes			Combined
Net Sales		$	920.9			$	367.1			$	—						$	1,288.0
Cost of Sales			303.6				268.4				(1.8	)		Note 4 (a)				570.2
Gross Profit			617.3				98.7				1.8							717.8
Selling, general, and administrative			508.6				222.2				(1.8	)		Note 4 (c)				729.0
Acquisition and integration costs			5.9				—				—							5.9
Restructuring charges and other, net			(3.1	)			—				—							(3.1	)
Operating income (loss)		$	105.9			$	(123.5	)		$	3.6						$	(14.0	)
Other expenses, net:
Interest expense, net			40.5				13.8				14.8			Note 4 (d)				69.1
Amortization of debt issuance costs			2.8				0.4				0.6			Note 4 (d)				3.8
Foreign currency loss, net			8.0				—				—							8.0
Miscellaneous, net			0.2				—				—							0.2
Other expense, net		$	51.5			$	14.2			$	15.4						$	81.1
Income (loss) from continuing operations before income taxes			54.4				(137.7	)			(11.8	)						(95.1	)
Provision for income taxes			29.2				5.2				(4.2	)		Note 4 (e)				30.2
Net income (loss) from continuing operations		$	25.2			$	(142.9	)		$	(7.6	)					$	(125.3	)
Loss from discontinued operations, net of taxes			(0.1	)			—				—							(0.1	)
Net loss attributable to noncontrolling interests			—				0.4				—							0.4
Accretion and dividends on preferred stock			—				(1.3	)			1.3			Note 3				—
Net income (loss)		$	25.1			$	(143.8	)		$	(6.3	)					$	(125.0	)
Basic loss per common share:
Continuing operations		$	0.48														$	(2.39	)
Discounted operations			—															—
Net income		$	0.48														$	(2.39	)
Diluted loss per common share:
Continuing operations		$	0.48														$	(2.38	)
Discounted operations			—															—
Net income		$	0.48														$	(2.38	)
Weighted average number of common shares outstanding:
Basic			52,413,552															52,413,552
Diluted			52,587,868															52,587,868

						Elizabeth
		Revlon, Inc.				Arden, Inc.				Pro Forma							Pro Forma
		Historical				Historical				Adjustments				Notes			Combined
Net Sales		$	1,914.3			$	949.2			$	—						$	2,863.5
Cost of Sales			667.8				597.2				(2.9	)		Note 4 (a)				1,262.1
Gross Profit			1,246.5				352.0				2.9							1,601.4
Selling, general, and administrative			1,002.5				482.3				(2.9	)		Note 4 (c)				1,481.9
Acquisition and integration costs			8.0				—				—							8.0
Restructuring charges and other, net			10.5				—				—							10.5
Goodwill impairment charge			9.7				—				—							9.7
Operating income (loss)		$	215.8			$	(130.3	)		$	5.8						$	91.3
Other expenses, net:
Interest expense, net			83.3				27.6				27.9			Note 4 (d)				138.8
Amortization of debt issuance costs			5.7				1.5				1.2			Note 4 (d)				8.4
Foreign currency loss, net			15.7				—				—							15.7
Miscellaneous, net			0.4				—				—							0.4
Other expense, net		$	105.1			$	29.1			$	29.1						$	163.3
Income (loss) from continuing operations before income taxes			110.7				(159.4	)			(23.3	)						(72.0	)
Provision for income taxes			51.4				6.1				(8.2	)		Note 4 (e)				49.3
Net income (loss) from continuing operations		$	59.3			$	(165.5	)		$	(15.1	)					$	(121.3	)
Loss from discontinued operations, net of taxes			(3.2	)			—				—							(3.2	)
Net income attributable to noncontrolling interests			—				2.1				—							2.1
Accretion and dividends on preferred stock			—				(2.5	)			2.5			Note 3				—
Net income (loss)		$	56.1			$	(165.9	)		$	(12.6	)					$	(122.4	)
Basic loss per common share:
Continuing operations		$	1.10														$	(2.30	)
Discounted operations			(0.06	)														(0.06	)
Net income		$	1.04														$	(2.36	)
Diluted loss per common share:
Continuing operations		$	1.10														$	(2.30	)
Discounted operations			(0.06	)														(0.06	)
Net income		$	1.04														$	(2.36	)
Weighted average number of common shares outstanding:
Basic			52,431,193															52,431,193
Diluted			52,591,545															52,591,545

						Elizabeth
		Revlon, Inc.				Arden, Inc.				Pro Forma							Pro Forma
		Historical				Historical				Adjustments				Notes			Combined
ASSETS
Current Assets
Cash and cash equivalents		$	185.8			$	45.0			$	(10.9	)		Note 4 (d)			$	219.9
Trade receivables, net			268.4				116.0				—							384.4
Inventories			209.6				241.4				40.7			Note 4 (a)				491.7
Prepaid expenses and other			74.3				26.8				—							101.1
Total current assets		$	738.1			$	429.2			$	29.8						$	1,197.1
Property, plant, and equipment, net			216.8				88.3				6.2			Note 4 (a)				311.3
Deferred income taxes			64.9				3.3				—							68.2
Goodwill			476.7				31.6				(31.6	)		Note 4 (a)				765.3
			—				—				288.6			Note 4 (a)
Intangible assets, net			328.9				225.0				(225.0	)		Note 4 (a)				661.7
			—				—				332.8			Note 4 (a),(b)
Other assets			89.4				22.1				(0.9	)		Note 4 (a),(d),(f)				110.6
Total assets		$	1,914.8			$	799.5			$	399.9						$	3,114.2
LIABILITIES AND STOCKHOLDERS’ (DEFICIENCY) EQUITY
Current liabilities
Short-term borrowings			14.1				67.0				(67.0	)		Note 4 (a)				14.1
Current portion of long-term debt			6.8				—				11.2			Note 4 (d)				18.0
Accounts payable			187.6				99.0				—							286.6
Accrued expenses and other			233.4				104.5				38.1			Note 4 (d)				365.7
			—				—				(10.3	)		Note 4 (a),(d)
Total current liabilities		$	441.9			$	270.5			$	(28.0	)					$	684.4
Long-term debt			1,783.6				354.8				552.0			Note 4 (a),(d)				2,690.4
Long-term pension and other post-retirement plan liabilities			178.2				—				—							178.2
Other long-term liabilities			72.8				62.0				(36.3	)		Note 4 (a),(b)				165.3
											66.8			Note 4 (a),(b)
Redeemable noncontrolling interest			—				2.3				—							2.3
Elizabeth Arden Redeemable Series A Serial Preferred Stock, $0.01 par value, 50,000 shares authorized: 50,000 shares issued and outstanding			—				50.0				(50.0	)		Note 4 (a)				—
Stockholders’ (deficiency) equity:
Class A Common Stock,  par value $0.01 per share; 9,000,000 shares authorized; 54,088,174 issued			0.5				—				—							0.5
Elizabeth Arden Common Stock, $0.01 par value, 50,000,000 shares authorized; 34,790,625 shares issued			—				0.4				(0.4	)		Note 4 (f)				—
Additional paid-in capital			1,029.7				381.6				(381.6	)		Note 4 (f)				1,029.7
Treasury stock (1,006,808 and 4,841,308 shares at cost, respectively)			(18.6	)			(93.2	)			93.2			Note 4 (f)				(18.6	)
Accumulated deficit			(1,336.4	)			(208.4	)			163.7			Note 4 (f)				(1,381.1	)
Noncontrolling interest			—				0.3				(0.3	)		Note 4 (f)				—
Accumulated other comprehensive loss			(236.9	)			(20.8	)			20.8			Note 4 (f)				(236.9	)
Total stockholders’ (deficiency) equity			(561.7	)			59.9				(104.6	)						(606.4	)
Total liabilities and stockholders’ deficiency		$	1,914.8			$	799.5			$	399.9						$	3,114.2