UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 12, 2006 (July 12, 2006)
Revlon, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-11178 13-3662955
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification No.)
237 Park Avenue
New York, New York 10017
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(212) 527-4000
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(Registrant's telephone number, including area code)
None
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(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))
Item 8.01. Other Events.
On July 12, 2006, Revlon, Inc. issued a press release (the "Press Release")
announcing, among other things, that its wholly-owned operating subsidiary,
Revlon Consumer Products Corporation, is seeking an amendment to its existing
bank credit agreement, dated July 9, 2004 (as amended by Amendment No. 1, dated
as of February 15, 2006, the "Credit Agreement"), that would add $75 million to
the existing $700 million term loan facility under the Credit Agreement.
A copy of the Press Release is attached to this report as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
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99.1 Press Release, dated July 12, 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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Name: Robert K. Kretzman
Title: Executive Vice President and
General Counsel
Date: July 12, 2006
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated July 12, 2006.
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Exhibit 99.1
Revlon Announces $75 Million Term Loan Add-On to Bank Credit Agreement
Reiterates Planned $75 Million Equity Issuance in Late 2006 or Early 2007
NEW YORK, July 12, 2006--Revlon, Inc. (NYSE: REV) today announced that its
wholly-owned operating subsidiary, Revlon Consumer Products Corporation
("RCPC"), is seeking an amendment to its bank credit agreement, dated July 9,
2004 (as previously amended, the "Credit Agreement"), that would increase the
existing $700 million term loan facility under the Credit Agreement by $75
million. The Company intends to use the net proceeds from the term loan add-on
for general corporate purposes.
While not required, the amendment would also reset the existing senior secured
leverage ratio covenant (the ratio of RCPC's Senior Secured Debt to EBITDA, as
each such term is defined in the Credit Agreement) at 5.5 to 1 through June 30,
2007, stepping down to 5.0 to 1 for the remaining term of the Credit Agreement.
The amendment would also enable RCPC to exclude from the definition of EBITDA
under the Credit Agreement up to $25 million of restructuring charges and
charges for certain product returns and/or product discontinuances. The Credit
Agreement's existing asset-based multi-currency facility would remain unchanged.
As previously announced, Revlon currently intends to conduct a further $75
million equity issuance in late 2006 or early 2007, the net proceeds of which
would be used to reduce RCPC's indebtedness. Also as previously announced, the
backstop obligations of MacAndrews & Forbes, Revlon's principal shareholder,
will remain in effect to ensure that Revlon issues an additional $75 million of
equity by March 31, 2007, and the existing $87 million line of credit from
MacAndrews & Forbes will remain available to RCPC through the completion of the
$75 million equity issuance.
The proposed credit agreement amendment described in this press release is
expected to be consummated in late July 2006, subject to market and other
customary conditions, including receipt of consents from the appropriate
lenders. There can be no assurances that this transaction 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, www.vitalradiance.com and www.mitchumman.com.
Corporate and investor relations information can be accessed at
www.revloninc.com. The Company's brands include Revlon(R), Almay(R), Vital
Radiance(R), Ultima(R), Charlie(R), Flex(R), and Mitchum(R).
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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, including the Company's plans to
secure the proposed amendment to the Credit Agreement, as well as the terms and
conditions of such proposed amendment, as well as Revlon, Inc.'s plans to
conduct the $75 million equity issuance in late 2006 or early 2007 and to use
the net proceeds from such equity issuance to reduce RCPC's indebtedness. 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 SEC,
including the Company's 2005 Annual Report on Form 10-K, Form 10-Qs and Form
8-Ks 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 or the Company's inability to
consummate, in whole or in part, the proposed amendment to the Credit Agreement
or Revlon, Inc.'s $75 million equity issuance, including due to market
conditions or other factors. Factors other than those listed above could also
cause the Company's results to differ materially from expected results.
Additionally, the business and financial materials and any other statement or
disclosure on, or made available through, the Company's websites or other
websites referenced herein shall not be incorporated by reference into this
release.
CONTACTS: Revlon, Inc.
Investor Relations: or Media:
Maria A. Sceppaguercio, 212-527-5230 Scott Behles, 212-527-4718
SOURCE: Revlon, Inc.
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