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Revlon, Inc. (NYSE: REV) announced today that its wholly-owned operating subsidiary, Revlon Consumer Products Corporation ("RCPC"), has successfully completed its previously announced private offering of $500 million aggregate principal amount of 5.75% senior unsecured notes due February 15, 2021 (the "Notes"). The Notes are guaranteed by RCPC's domestic subsidiaries, which also currently guarantee RCPC's term loan and asset-based revolving credit facility.
RCPC intends to use the net proceeds from the offering to: (i) pay the tender offer consideration, including applicable consent payments, in connection with RCPC’s previously-announced cash tender offer to purchase any and all of the $330 million outstanding aggregate principal amount of its 9¾% Senior Secured Notes due November 2015 (the "9¾% Senior Secured Notes"); (ii) pay the applicable premium and accrued interest, along with related fees and expenses, on the 9¾% Senior Secured Notes that are subsequently redeemed by RCPC following the tender offer; (iii) pay applicable fees and expenses incurred in connection with the offering, the tender offer and any redemption; and (iv) use the remaining balance available for general corporate purposes, including debt reduction transactions such as repaying a portion of its 2011 Term Loan Facility due November 2017 and repaying the contributed loan portion of its Amended and Restated Senior Subordinated Term Loan at maturity in October 2013.
The Notes and the related guarantees 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 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 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.