UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
------------
July 13, 2004 (July 9, 2004)
-----------------------------------------------------------------------
Date of Report (Date of earliest event reported)
Revlon, Inc.
-----------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11178 13-3662955
-------------------- ---------------------- -------------------------
(State or Other (Commission File No.) (I.R.S. Employer
Jurisdiction of Identification
Incorporation) No.)
237 Park Avenue
New York, New York 10017
------------------------------ ----------------------------
(Address of Principal (Zip Code)
Executive Offices)
(212) 527-4000
------------------------------------------------------------------------
(Registrant's telephone number, including area code)
None
------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events and Regulation FD Disclosure.
On July 9, 2004, Revlon, Inc. ("Revlon") and Revlon Consumer Products
Corporation ("RCPC"), a wholly owned subsidiary of Revlon (together, the
"Company"), issued a joint press release announcing RCPC's new $960 million
credit facility from Citicorp USA, Inc. and Citigroup Global Markets Inc.
(together, "Citigroup") and a syndicate of lenders on terms substantially
similar to those previously announced (the "Credit Agreement"). Copies of the
Credit Agreement and the related Pledge and Security Agreement and
Intercreditor and Collateral Agency Agreement are attached hereto as Exhibits
4.34 through 4.36, respectively, and are incorporated by reference herein.
The Company also announced the successful tender offer for RCPC's 12% Senior
Secured Notes due 2005 (the "12% Notes"), with approximately 82% of the total
outstanding principal amount of the 12% Notes, representing approximately $298
million aggregate principal amount of the 12% Notes, validly tendered through
5:00 p.m. EDT on July 8, 2004.
The Company indicated that, upon purchasing the 12% Notes on July 9, 2004,
RCPC's previously-announced supplemental indenture became operative.
Accordingly, substantially all of the restrictive covenants contained in the
indenture governing the 12% Notes have been eliminated and the guarantees of
RCPC's obligations, and the collateral securing the obligations of RCPC and the
guarantors under the indenture, have been released. A copy of the supplemental
indenture is attached hereto as Exhibit 4.37 and is incorporated by reference
herein.
As previously announced, the tender offer will expire at 5:00 p.m. EDT on
July 21, 2004, unless extended. RCPC currently expects to have a final
settlement promptly thereafter for any 12% Notes tendered on or after the
July 9, 2004 initial settlement date.
The above transactions and related matters are further described in the press
release dated July 9, 2004, a copy of which is attached hereto as Exhibit 99.1
and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibit No. Description
----------- -----------
4.34 Credit Agreement, dated as of July 9, 2004, among Revlon
Consumer Products Corporation and certain local borrowing
subsidiaries, as borrowers, the lenders and issuing
lenders party thereto, Citicorp USA, Inc., as term loan
administrative agent, Citicorp USA, Inc. as multi-currency
administrative agent, Citicorp USA, Inc., as collateral
agent, UBS Securities LLC, as syndication agent and
Citigroup Global Markets Inc., as sole lead arranger and
sole bookrunner (incorporated by reference to Exhibit 4.34
of the Current Report on Form 8-K of Revlon Consumer
Products Corporation filed with the Securities and
Exchange Commission on July 13, 2004).
4.35 Pledge and Security Agreement, dated as of July 9, 2004,
among Revlon, Inc., Revlon Consumer Products Corporation
and the additional grantors party thereto, in favor of
Citicorp USA, Inc., as collateral agent for the secured
parties (incorporated by reference to Exhibit 4.35 of the
Current Report on Form 8-K of Revlon Consumer Products
Corporation filed with the Securities and Exchange
Commission on July 13, 2004).
4.36 Intercreditor and Collateral Agency Agreement, dated as of
July 9, 2004, among Citicorp USA, Inc. as administative
agent for the multi-currency lenders and issuing lenders,
Citicorp USA, Inc., as administrative agent for the term
loan lenders, Citicorp USA, Inc., as collateral agent for
the secured parties, Revlon, Inc., Revlon Consumer Products
Corporation and each other loan party (incorporated by
reference to Exhibit 4.36 of the Current Report on Form
8-K of Revlon Consumer Products Corporation filed with the
Securities and Exchange Commission on July 13, 2004).
4.37 First Supplemental Indenture, dated as of July 6, 2004,
between Revlon Consumer Products Corporation, the
guarantors party thereto, and Wilmington Trust Company, as
trustee, relating to Revlon Consumer Products
Corporation's 12% Senior Secured Notes due 2005
(incorporated by reference to Exhibit 4.37 of the Current
Report on Form 8-K of Revlon Consumer Products Corporation
filed with the Securities and Exchange Commission on July
13, 2004).
99.1 Press Release, dated July 9, 2004.
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
------------------------------
Robert K. Kretzman
Executive Vice President, General
Counsel and Chief Legal Officer
Date: July 13, 2004
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.34 Credit Agreement, dated as of July 9, 2004, among Revlon
Consumer Products Corporation and certain local borrowing
subsidiaries, as borrowers, the lenders and issuing
lenders party thereto, Citicorp USA, Inc., as term loan
administrative agent, Citicorp USA, Inc. as multi-currency
administrative agent, Citicorp USA, Inc., as collateral
agent, UBS Securities LLC, as syndication agent and
Citigroup Global Markets Inc., as sole lead arranger and
sole bookrunner (incorporated by reference to Exhibit 4.34
of the Current Report on Form 8-K of Revlon Consumer
Products Corporation filed with the Securities and
Exchange Commission on July 13, 2004).
4.35 Pledge and Security Agreement, dated as of July 9, 2004,
among Revlon, Inc., Revlon Consumer Products Corporation
and the additional grantors party thereto, in favor of
Citicorp USA, Inc., as collateral agent for the secured
parties (incorporated by reference to Exhibit 4.35 of the
Current Report on Form 8-K of Revlon Consumer Products
Corporation filed with the Securities and Exchange
Commission on July 13, 2004).
4.36 Intercreditor and Collateral Agency Agreement, dated as of
July 9, 2004, among Citicorp USA, Inc. as administrative
agent for the multi-currency lenders and issuing lenders,
Citicorp USA, Inc., as administrative agent for the term
loan lenders, Citicorp USA, Inc., as collateral agent for
the secured parties, Revlon, Inc., Revlon Consumer Products
Corporation and each other loan party (incorporated by
reference to Exhibit 4.36 of the Current Report on Form
8-K of Revlon Consumer Products Corporation filed with the
Securities and Exchange Commission on July 13, 2004).
4.37 First Supplemental Indenture, dated as of July 6, 2004,
between Revlon Consumer Products Corporation, the
guarantors party thereto, and Wilmington Trust Company, as
trustee, relating to Revlon Consumer Products
Corporation's 12% Senior Secured Notes due 2005
(incorporated by reference to Exhibit 4.37 of the Current
Report on Form 8-K of Revlon Consumer Products Corporation
filed with the Securities and Exchange Commission on
July 13, 2004).
99.1 Press Release, dated July 9, 2004.
Exhibit 99.1
Revlon Further Strengthens Its Balance Sheet with New $960 Million Bank
Facility; Announces Successful Tender Offer for Its 12% Notes
NEW YORK--(BUSINESS WIRE)--July 9, 2004--Revlon, Inc. (NYSE: REV) and its
wholly-owned subsidiary, Revlon Consumer Products Corporation ("RCPC"),
together announced the successful consummation of a new $960 million credit
facility from Citicorp USA, Inc. and Citigroup Global Markets Inc. (together,
"Citigroup") and a syndicate of lenders on terms substantially similar to
those previously announced. The Company indicated that the new credit facility
and related refinancing transactions, which extend the maturity of much of the
Company's debt that would have otherwise matured in 2005, further strengthen
its balance sheet and represent another important step to creating long-term
value.
The Company also announced the successful tender offer for its 12% Senior
Secured Notes due 2005 (the "12% Notes"), with approximately 82% of the total
outstanding principal amount of the 12% Notes, representing approximately $298
million aggregate principal amount of the 12% Notes, validly tendered through
5:00 p.m. EDT on July 8, 2004.
The Company indicated that amounts borrowed under the new term loan were used
to pay in full RCPC's existing bank credit agreement in the amount of
approximately $292 million and to repurchase approximately $298 million
aggregate principal amount of the 12% Notes in the initial settlement of the
tender offer. An additional approximate $74 million of the proceeds were
deposited into a collateral account that will be used to repurchase the
remaining 12% Notes that are tendered prior to the July 21, 2004 expiration of
the tender offer and, if necessary, to redeem any 12% Notes remaining
outstanding after such expiration. RCPC also used approximately $95 million of
the proceeds to cover tender costs, accrued interest and transactional fees
and expenses, including fees and expenses for the Company's successful
debt-for-equity exchanges consummated in March 2004.
RCPC indicated that the new credit facility is comprised of an $800 million
term loan, which was drawn at the closing, and a $160 million asset-based
multi-currency revolving credit facility, which was not drawn at the closing.
The term loan, which matures in six years, bears interest at a rate per annum
equal to, at RCPC's option, the alternate base rate plus 5.00% or LIBOR plus
6.00%. The revolving credit facility, which has a five-year term, bears
interest at a rate per annum equal to, at RCPC's option, the alternate base
rate plus 1.50% or LIBOR plus 2.50%. The obligations under the new credit
facility are guaranteed by Revlon, Inc. and RCPC's domestic subsidiaries and
are secured by the stock of RCPC and substantially all of the assets of RCPC
and its domestic subsidiaries.
The Company indicated that, upon purchasing the 12% Notes, RCPC's
previously-announced supplemental indenture became operative. Accordingly,
substantially all of the restrictive covenants contained in the indenture
governing the 12% Notes have been eliminated and the guarantees of RCPC's
obligations, and the collateral securing the obligations of RCPC and the
guarantors under the indenture, have been released.
As previously announced, the tender offer will expire at 5:00 p.m. EDT on July
21, 2004, unless extended. RCPC currently expects to have a final settlement
promptly thereafter for any 12% Notes tendered on or after the July 9, 2004
initial settlement date.
The detailed terms and conditions of the tender offer are contained in the
Offer to Purchase for Cash and Consent Solicitation Statement dated June 22,
2004 relating to the 12% Notes (the "Offer Documents"). Holders of the notes
can obtain copies of the Offer Documents and related materials from D.F. King
& Co., Inc., the Information Agent, at (800) 949-2583 (toll free) or (212)
269-5550 (collect). Citigroup Global Markets Inc. is acting as Dealer Manager.
Questions regarding the solicitation can be addressed to Citigroup at (800)
558-3745 (toll free) or (212) 723-6106 (collect).
None of Revlon, RCPC, Citigroup or the Information Agent makes any
recommendations as to whether or not holders should tender their notes
pursuant to the tender offer, and no one has been authorized by any of them to
make such recommendation. Holders must make their own decisions as to whether
to tender notes, and, if so, the principal amount of notes to tender.
About Revlon
Revlon is a worldwide cosmetics, 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 and
www.almay.com. Corporate 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.
and RCPC (together, 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, and,
except for the Company's ongoing obligations under U.S. federal securities
laws, the Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information, future
events or otherwise. Such forward-looking statements include, without
limitation, the Company's expectations and estimates about future events and
the Company's estimates regarding RCPC's consummation of the final settlement
of RCPC's 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 Securities and Exchange Commission,
including the Company's Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K filed with the SEC (which may be
viewed on the SEC's website at http://www.sec.gov or on the Company's website
at http://www.revloninc.com), as well as reasons including difficulties,
delays, unexpected costs or the inability of RCPC to consummate the final
settlement of the tender offer. Factors other than those referred to above
could also cause the Company's results to differ materially from expected
results.
CONTACT:
Revlon, Inc.
Investor Relations:
Maria A. Sceppaguercio
212-527-5230
Media:
Catherine Fisher
212-527-5727