Upon Successful Consummation, Maturity Date of its Senior
Subordinated Term Loan to be Extended from August 2010 to Four Years
from Exchange Offer Closing
Revlon, Inc. (NYSE:REV) ("Revlon") today commenced an exchange offer in
which each issued and outstanding share of Revlon Class A common stock
may be exchanged on a one-for-one basis for a share of a newly-issued
series of Revlon preferred stock (the "Exchange Offer").
The new shares of preferred stock to be issued to tendering holders of
Class A common stock upon successful consummation of the Exchange Offer
would entitle its holders to:
-
Cash payments of approximately $7.10 over the four-year term of the
preferred stock, through the payment of 12.75% annual dividends in
cash (equal to approximately $0.11 per share quarterly), a special
cash dividend of $1.50 per share after two years, and a $3.71 per
share liquidation preference at maturity (assuming there is not a
change of control of Revlon during that period);
-
The opportunity to share in proceeds upon a change of control of
Revlon within two years after issuance of the preferred stock capped
at total payments over the term of the preferred stock of $12.00 per
preferred share;
-
The opportunity to share in proceeds upon a change of control of
Revlon during the third year after issuance of the preferred stock
capped at total payments over the term of the preferred stock of
$12.50 per preferred share for stockholders electing to forgo the
$1.50 special cash dividend, as further described below; and
-
A security that is senior in Revlon’s capital structure to the common
stock and senior in right of payment to the Senior Subordinated Term
Loan described below.
Each share of the preferred stock to be issued in the Exchange Offer
would have a liquidation preference of $3.71, would be entitled to
receive a 12.75% annual dividend payable quarterly in cash and would be
mandatorily redeemable for cash four years from issuance. If Revlon
engages in certain change of control transactions within two years after
consummation of the Exchange Offer, the holders of the preferred stock
would have the right to receive a special cash dividend, capped at an
amount that would provide holders of the preferred stock with aggregate
cash payments of up to $12.00 per share (including the liquidation
preference and any dividends).
