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Revlon, Inc. (NYSE: REV) today announced the early settlement of its previously announced tender offer and solicitation of consents (the "Tender Offer") by its wholly-owned operating subsidiary, Revlon Consumer Products Corporation ("RCPC") for any and all of its 9¾% Senior Secured Notes due November 2015 (CUSIP No. 761519 BB2) (the “Notes”). The Tender Offer is described in an offer to purchase and consent solicitation statement, dated January 29, 2013, and the related letter of transmittal and consent (together the "Offering Materials," including any amendments or supplements to the foregoing). RCPC has provided notice of its intention to redeem any Notes not purchased in the Tender Offer.
As part of the previously announced Tender Offer, RCPC solicited consents from the holders of the Notes for certain proposed amendments (the “Proposed Amendments”) that would eliminate substantially all of the restrictive covenants, certain events of default and related provisions contained in the indenture governing the Notes (the “Indenture”). Adoption of the Proposed Amendments required consents from holders of a majority in aggregate principal amount of the outstanding Notes. RCPC has received the requisite consents to execute a supplemental indenture to effect the Proposed Amendments.
As of 11:59 p.m., New York City time, on February 7, 2013 (the "Consent Date"), holders of approximately $192 million aggregate principal amount of Notes had validly tendered and not validly withdrawn such Notes (the "Early Tender Notes"), which represents approximately 58% of the $330 million aggregate principal amount of the Notes outstanding prior to the Tender Offer. RCPC has accepted all Early Tender Notes and used the net proceeds from its offering of senior notes completed on February 8, 2013 to pay the total consideration of $1,054.50 (including the $30.00 consent payment) per $1,000 principal amount to all holders of such Early Tender Notes plus accrued and unpaid interest from the last interest payment date to, but not including, the payment date.