UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 13, 2009
(Date of earliest event reported: November 13, 2009)
Revlon, Inc.
(Exact Name of Registrant as Specified in its Charter)
| |
|
|
|
|
| Delaware
|
|
1-11178
|
|
13-3662955 |
| (State or Other Jurisdiction of
|
|
(Commission
|
|
(I.R.S. Employer |
| Incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
| 237 Park Avenue |
|
|
| New York, New York
|
|
10017 |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
(212) 527-4000
(Registrant’s telephone number, including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 8.01. Other Events.
On November 13, 2009, Revlon Consumer Products Corporation, Revlon, Inc.’s wholly-owned operating
subsidiary, priced its previously-reported offering of $330 million aggregate principal amount of
senior secured notes due 2015, setting the interest rate on such notes at 93/4% (the “93/4% Senior
Secured Notes”).
The 93/4% Senior Secured Notes will be guaranteed by Revlon, Inc. and RCPC’s domestic subsidiaries,
which also currently guarantee RCPC’s bank term loan agreement and bank revolver agreement, and
such notes and related guarantees will be secured, subject to certain exceptions, by liens on the
same collateral that currently secures RCPC’s bank term loan agreement on a second priority basis and liens
on the same collateral that currently secures RCPC’s bank revolver agreement on a third-priority
basis, subject to certain exceptions. The transaction is expected to
close on November 23, 2009, subject to a number of customary closing conditions.
RCPC intends to use the net proceeds from the offering of the 93/4% Senior Secured Notes, together
with other cash, to: (i) pay the total tender offer consideration in connection with RCPC’s
previously-reported cash tender offer to purchase any and all of the $340.5 million outstanding
aggregate principal amount of its 91/2% Senior Notes due April 2011 (the “91/2% Senior Notes”); and
(ii) pay the applicable premium and accrued interest, along with related fees and expenses, on any
91/2% Senior Notes that may be subsequently redeemed by RCPC following the tender offer.
The 93/4% Senior Secured Notes and the related guarantees 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 93/4% Senior Secured Notes and the related guarantees 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 Form 8-K 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 Form 8-K 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.