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Published on 10/17/2003 in the Prospect News Distressed Debt Daily and Prospect News High Yield Daily.

REV Holdings seeks to exchange 12% notes due 2004

New York, Oct. 17 - REV Holdings LLC said it is looking to exchange its existing 12% senior secured notes due Feb. 1, 2004 for new 13% senior secured notes due 2007.

The New York company, which owns 62% of cosmetics maker Revlon, Inc.'s common stock, currently has $80.5 million of the 12% notes outstanding.

REV Holdings said in a filing with the Securities and Exchange Commission that it has no cash available to pay the principal amount of the notes when they mature early next year - although it added that MacAndrews & Forbes currently intends to make a capital contribution so that REV Holdings will be able to repay any notes that remain outstanding after the exchange.

REV Holdings added that none of its affiliates, including MacAndrews & Forbes, are obligated to make any contributions, loans or other payments.

If it does not repay the notes, an event of default will occur under both the existing notes and the new notes. Since REV Holdings does not have sufficient liquid assets to repay either series, holders would be able to attempt to realize on their collateral. The new notes will have a greater amount of collateral than the existing notes, the company said.

The existing notes are secured by a pledge of 4,186,104 shares of Revlon's class A common stock. Using the Oct. 16 market value of this stock, the collateral is worth $12.1 million.

Each new note will be secured by 104 shares of Revlon class A stock compared to 52 shares for the existing notes.

Under the exchange, REV Holdings is looking to exchange $1,000 principal amount of the new notes for each $1,000 principal amount of the existing notes.

REV Holdings said it has filed a registration statement for the offer with the Securities and Exchange Commission but it has not yet become effective. Consequently it has not yet fixed the timing for the exchange.

The exchange will be subject to at least 90% of the existing notes being tendered.

The exchange agent is Bank of New York.

Full details at:

http://www.sec.gov/Archives/edgar/data/1035678/000095013603002567/file001.htm


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