Revlon amends exchange offer, extends early deadline to Nov. 5

By Wendy Van Sickle

Columbus, Ohio, Oct. 23 – Revlon, Inc. again extended the early tender deadline and withdrawal deadline of the offer by direct wholly owned operating subsidiary Revlon Consumer Products Corp. to exchange any and all outstanding $342,785,000 5¾% senior notes due Feb. 15, 2021 for cash or a combination of cash and ABL FILO term loans and new BrandCo second-lien term loans, according to a news release.

The company also amended the consideration being offered.

The early tender deadline and withdrawal deadline were extended to 11:59 p.m. ET on Nov. 5 from 5 p.m. ET on Oct. 23.

As of 5 p.m. ET on Oct. 22, $46,626,000, or 13.6%, of the notes had been validly tendered in the exchange offer and not withdrawn.

For each $1,000 of notes validly tendered, holders will receive either, at their option, $275 cash, plus a $50 early tender amount if tendered by the early tender deadline, for a total of $325 cash; or a combination of $200 cash, plus the early tender amount if applicable, plus a pro rata share of $50 million of FILO term loans and a pro rata share of $75 million of new BrandCo second-lien term loans.

The per $1,000 pro rata share will equal $1,000 divided by the total principal amount of notes tendered for mixed consideration by all eligible holders and accepted for payment by the company.

The cash consideration did not change but previously holders were offered under the mixed consideration option $200 plus $145 of ABL FILO term loans, plus $217.50 of new BrandCo second-lien term loans.

Eligible holders electing to receive mixed consideration will be required to become lenders under the credit agreements governing the ABL FILO term loans and the BrandCo term loans and must complete the joinders, questionnaires, tax documentation and other requirements of the respective agents thereunder.

The ABL FILO term loans will be tranche B term loans, ranking junior in right of payment to the tranche A revolving loans, under the asset-based revolving credit agreement dated Sept. 7, 2016.

The new BrandCo second-lien term loans will be term B-2 loans, ranking junior to the term B-1 loans and senior to the term B-3 loans with respect to liens on specified collateral, under the BrandCo credit agreement dated May 7.

The exchange offer will expire at 11:59 p.m. ET on Nov. 10.

Revlon expects to settle the exchange offer shortly after the deadline.

The exchange offer and consent solicitation are conditioned on the tender of at least 95% of the principal amount of notes, the receipt of all necessary consents from the lenders under the 2016 ABL facility and the 2020 BrandCo facility, the receipt of required consents in the consent solicitation and the execution of a supplemental indenture to the indenture to effectuate the proposed amendments.

The offer and solicitation are also conditioned on the amount of ABL FILO term loans issued in exchange for tendered notes not exceeding $50 million, the amount of BrandCo second-lien term loans issued in exchange for tendered notes not exceeding $75 million.

In addition, the offer and solicitation are subject to a minimum liquidity closing condition and other general conditions.

Jefferies LLC (212 336-6677, ang2@jefferies.com) is dealer manager.

Global Bondholder Services Corp. (212 430-3774, 866 470-3900, contact@gbsc-usa.com) is information agent and exchange agent.

Revlon is a New York-based cosmetics company.

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