Revlon Announces Launch Of Cash Tender Offer For Outstanding 9¾% Senior Secured Notes Due 2015

Revlon, Inc. (NYSE: REV) today announced that its wholly-owned operating subsidiary, Revlon Consumer Products Corporation ("RCPC"), has commenced a cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 9¾% Senior Secured Notes due 2015 (the "Notes") and a concurrent solicitation of consents to eliminate substantially all of the restrictive covenants and a number of events of default under the indenture governing the Notes. Holders who tender their Notes will be deemed to consent to all of the proposed amendments and holders may not deliver consents to the proposed amendments without tendering their Notes in the Tender Offer. The Tender Offer is described in an offer to purchase and consent solicitation statement, dated January 29, 2013 and related letter of transmittal (together the "Offering Materials," including any amendments or supplements to the foregoing). RCPC currently intends to redeem Notes not purchased in the Tender Offer. The Tender Offer is conditioned on, among other things, RCPC obtaining financing proceeds in an amount sufficient to effect the repurchase of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer, including the payment of applicable consent fees, accrued interest and costs and expenses incurred in connection therewith.

Upon the terms and subject to the conditions described in the Offering Materials, RCPC is offering to purchase for cash the Notes below:
     
Dollars per $1,000 Principal

Amount of Notes
Principal  

 
 
CUSIP Amount Tender Offer Consent Total
Title of Security Number Outstanding Consideration Payment Consideration
9¾% Senior Secured Notes due 2015 761519BB2 $330,000,000 $1,024.50 $30.00 $1,054.50
 

The Tender Offer will expire at 11:59 p.m., New York City time, on February 26, 2013, or any other date and time to which we may extend the Tender Offer (the "Expiration Time"), unless earlier terminated. The consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be the tender offer consideration for the Notes set forth in the table above (the "Tender Offer Consideration").

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