NEW YORK--(BUSINESS WIRE)--Jul. 19, 2016--
Revlon, Inc. (NYSE:REV) (“Revlon”) today announced that Revlon Escrow
Corporation (the “Escrow Issuer”) is proposing to issue $400 million
aggregate principal amount of senior unsecured notes due 2024 (the
“Notes”). The Escrow Issuer is a wholly owned subsidiary of Revlon
Consumer Products Corporation (“RCPC”), Revlon’s wholly owned subsidiary
(“RCPC” and, together with Revlon, the Escrow Issuer and their
subsidiaries, the “Company”). The Notes are being issued to finance, in
part, the Company’s pending acquisition (the “Acquisition”) of Elizabeth
Arden, Inc. (NASDAQ: RDEN and “Elizabeth Arden”) and certain related
refinancing transactions that were previously disclosed in Revlon’s and
RCPC’s respective Current Report on Form 8-K filed with the SEC on June
17, 2016. The Acquisition is expected to close by the end of 2016. The
net proceeds of the Notes will be held in escrow until the satisfaction
of various customary conditions precedent, including completion of the
Acquisition, RCPC’s assumption of the Notes from the Escrow Issuer, and
the guarantee of the Notes by RCPC’s wholly owned domestic subsidiaries,
including, upon consummation of the Acquisition, Elizabeth Arden and its
domestic subsidiaries, subject to limited exceptions.
The Notes will be offered only to qualified institutional buyers in
reliance on Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”) and outside the United States in compliance with
Regulation S under the Securities Act. The offer and sale of the Notes
will not be registered under the Securities Act, and may not be offered
or sold in the United States absent registration or an applicable
exemption from registration requirements.
This press release shall not constitute an offer to sell, or 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.
Forward-Looking Statements
Statements made in this press release, which are not historical facts,
including statements about the Company’s plans and its strategies,
focus, beliefs and expectations, 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 the U.S.
federal securities laws, the Company undertakes no obligation to
publicly update any forward-looking statement, whether to reflect actual
results of operations; changes in financial condition; changes in
general U.S. or international economic, industry or cosmetics category
conditions; changes in estimates, expectations or assumptions; or other
circumstances, conditions, developments or events arising after the
issuance of this press release. Such forward-looking statements include,
without limitation, the Company’s beliefs, expectations, focus and/or
plans regarding future events, including the Escrow Issuer’s plans to
conduct the proposed offering and RCPC’s plans to assume the obligations
under the Notes, as applicable, to finance, in part, the pending
Acquisition of Elizabeth Arden and to refinance certain of RCPC’s and
Elizabeth Arden’s existing debt. 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 Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K filed with the SEC during 2016 (which
may be viewed on the SEC’s website at http://www.sec.gov
or on Revlon’s website at http://www.revloninc.com),
as well as reasons including difficulties, delays, unexpected costs or
the inability of the Escrow Issuer to consummate the proposed offering
of the Notes, in whole or in part, or difficulties, delays, unexpected
costs or the inability of RCPC to assume the obligations under the Notes
or of RCPC to complete the Acquisition. Factors other than those
referred to 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 website or other websites referenced
herein shall not be incorporated by reference into this release.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160719006548/en/
Source: Revlon, Inc.
For Revlon, Inc.
Investor
Relations:
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Pamela Alabaster, 212-527-5863