NEW YORK--(BUSINESS WIRE)--Aug. 4, 2016--
Revlon, Inc. (NYSE: REV) (“Revlon”) announced today that Revlon Escrow
Corporation (“Escrow Issuer”) has successfully completed its previously
announced private offering of $450 million aggregate principal amount of
6.25% senior unsecured notes due August 1, 2024 (the “Notes”). The
Escrow Issuer is a wholly owned subsidiary of Revlon Consumer Products
Corporation, Revlon’s wholly owned operating subsidiary (“RCPC” and,
together with Revlon, the Escrow Issuer and their subsidiaries, the
“Company”).
The Company intends to use the net proceeds from the offering of the
Notes 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 were 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
was not 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, without limitation, the
following: (i) RCPC’s intent to use the net proceeds from the offering
of the Notes to finance, in part, the pending Acquisition of Elizabeth
Arden and certain related refinancing transactions; (ii) RCPC’s plans to
assume the obligations under the Notes from the Escrow Issuer; and (iii)
the Company’s expectation to close the Acquisition by the end of 2016.
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: (i) difficulties, delays, unexpected costs
or the inability of RCPC to use the net proceeds from the offering of
the Notes to finance, in part, the pending Acquisition of Elizabeth
Arden and/or certain related refinancing transactions; (ii)
difficulties, delays, unexpected costs or the inability of RCPC to
assume the obligations under the Notes from the Escrow Issuer; and/or
(iii) difficulties, delays, unexpected costs or the inability of the
Company to close the Acquisition by the end of 2016. 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/20160804006408/en/
Source: Revlon, Inc.
for Revlon, Inc.
Investor Relations:
Siobhan
Anderson, 212-527-4656
or
Media Relations:
Pamela
Alabaster, 212-527-5863