Revlon Inc. has announced the final results and expiration of its previously-announced exchange offer and consent solicitation by Revlon Consumer Products Corporation, its direct wholly-owned operating subsidiary that was made pursuant to the amended and restated offering memorandum and consent solicitation statement, dated October 23, 2020.
 
The Company had offered to exchange any and all its 5.75% Senior Notes due 2021 issued pursuant to that certain indenture, dated February 8, 2013, by and among the Company, the guarantor parties thereto and U.S. Bank, National Association, as trustee, for (i) the cash consideration or (ii) the Mixed Consideration, in each case as described in the Amended and Restated Offering Memorandum.
 
As of 11:59 p.m., New York City time, on Tuesday, November 10, 2020, approximately $236 million aggregate principal amount of the Notes had been validly tendered into the Exchange Offer and Consent Solicitation and not withdrawn.
 
The Company has determined that all conditions precedent to the consummation of the Exchange Offer and Consent Solicitation have been satisfied, and acceptance and settlement is expected to occur on Friday, November 13, 2020, assuming that all conditions precedent continue to be satisfied as of that time.
 
Narrowly Avoiding Bankruptcy
 
On the Settlement Date, the company will enter into a supplemental indenture to the Indenture to adopt the Proposed Amendments (as defined in the Offering Memorandum) which would eliminate substantially all restrictive covenants and certain events of default provisions. As a result, the company does not expect that any bankruptcy or insolvency proceeding will be necessary.
 
Once the Settlement Date occurs, the Company expects to give irrevocable notice under the Indenture that it will optionally redeem, on December 14, 2020, the remaining approximately $106.8 million aggregate principal amount of Notes not tendered into the Exchange Offer and Consent Solicitation at a price equal to 100% of their aggregate principal amount, together with interest accrued on such Notes to, but excluding, the date of redemption, in accordance with the terms of the Indenture. As a result of such notice and the irrevocable deposit of funds with the Indenture trustee sufficient to effect such redemption, the Notes and the Indenture will be considered discharged in full effective as of November 13, 2020.
 
Debra Perelman, Revlon’s president and chief executive officer, said she was pleased by the favorable response to the Exchange Offer, and was looking forward to closing it on Friday.
 
“This represents an important step towards strengthening our capital structure and better positions us to focus on our future growth. While we still have challenges to face – namely the ongoing impact of the Covid-19 pandemic – we believe that we have the right strategy in place and will continue to execute against it,” Perelman commented.