23.03.2006 14:09:00
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Revlon Announces Completion of Rights Offering; Offering Fully Subscribed by the Public
The Company indicated that there had been strong demand for theshares in the rights offering, noting that the public subscribers (notincluding M&F, which had previously agreed to acquire its pro-rataportion directly in a private placement from the Company) had soughtto purchase approximately 40 million shares of Revlon Class A commonstock, which was substantially in excess of the 15,885,662 sharesoffered to be sold to public shareholders in the rights offering.
Commenting on the announcement, Revlon President and CEO JackStahl stated, "I am delighted with this demonstration of support byour shareholders, as the Company continues to make progress on takingthe actions necessary to strengthen our business and capital structurefor the future."
Because the 15,885,662 shares were fully subscribed for by thepublic, M&F was not required, pursuant to its agreement to back stopthe rights offering, to purchase any shares in excess of its pro-rataportion. Accordingly, M&F purchased a total of 23,400,052 shares ofRevlon's Class A common stock at the same $2.80 per share price in aprivate placement directly from Revlon. These shares represented thenumber of shares that M&F would otherwise have been entitled topurchase pursuant to its basic subscription privilege in the rightsoffering (which was approximately 60% of the shares offered in therights offering). M&F, which is wholly-owned by Ronald O. Perelman, isRevlon's majority stockholder.
As a result of these transactions, Revlon issued a total of39,285,714 new shares of its Class A common stock, increasing thenumber of outstanding shares of Revlon's Class A common stock to380,041,688 and increasing the total number of shares of common stockoutstanding, including the Company's existing 31,250,000 shares ofClass B common stock, to 411,291,688 shares. Following the completionof these transactions, M&F owns approximately 56% of Revlon's Class Acommon stock outstanding and approximately 60% of Revlon's totalcommon stock outstanding, which shares represent approximately 76% ofthe combined voting power of such shares.
The shares sold to M&F were sold in reliance on Rule 506 under theSecurities Act of 1933, as amended. The issuance of shares to M&F wasnot registered under the Securities Act of 1933, as amended, and suchshares may not be offered or sold in the U.S. absent registration oran applicable exemption from registration requirements.
The Company also announced that, on April 21, 2006, RevlonConsumer Products Corporation ("RCPC"), Revlon's wholly-ownedoperating subsidiary, will redeem approximately $109.7 millionaggregate principal amount of its 8 5/8% Senior Subordinated Notes due2008 (the "Notes"), in satisfaction of the applicable requirementsunder RCPC's bank credit agreement, at a redemption price of 100% ofthe principal amount of such Notes, plus accrued and unpaid interestup to, but not including, the redemption date.
On March 22, 2006, a copy of the irrevocable notice of redemptionwas mailed to the record holders of the Notes being redeemed by U.S.Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota55107, the trustee under the indenture governing the Notes.
About Revlon
Revlon is a worldwide cosmetics, skin care, fragrance, andpersonal care products company. The Company's vision is to deliver thepromise of beauty through creating and developing the most consumerpreferred brands. Websites featuring current product and promotionalinformation can be reached at www.revlon.com, www.almay.com,www.vitalradiance.com and www.mitchumman.com. Corporate and investorrelations information can be accessed at www.revloninc.com. TheCompany's brands include Revlon(R), Almay(R), Vital Radiance(R),Ultima(R), Charlie(R), Flex(R), and Mitchum(R).
Forward-Looking Statements
Statements in this press release which are not historical facts,including statements about plans, strategies, beliefs and expectationsof Revlon, Inc. (the "Company"), are forward-looking and subject tothe safe harbor provisions of the Private Securities Litigation ReformAct of 1995. Forward-looking statements speak only as of the date theyare made, and, except for the Company's ongoing obligations under U.S.federal securities laws, the Company undertakes no obligation topublicly update any forward-looking statement, whether as a result ofnew information, future events or otherwise. Such forward-lookingstatements include, without limitation, the Company's expectations andestimates about future events, including Revlon's plans to use theproceeds of the rights offering to redeem outstanding debt securities.Actual results may differ materially from such forward-lookingstatements for a number of reasons, including those set forth in theCompany's filings with the Securities and Exchange Commission,including the Company's Annual Report on Form 10-K for the fiscal yearended December 31, 2005 and Current Reports on Form 8-K filed with theSEC during 2006 (which may be viewed on the SEC's website athttp://www.sec.gov or on Revlon, Inc.'s website athttp://www.revloninc.com), as well as difficulties, delays, unexpectedcosts or the Company's inability to consummate, in whole or in part,the proposed redemption of outstanding debt securities. Additionally,the business and financial materials and any other statement ordisclosure on, or made available through, the Company's websites shallnot be considered a "free writing prospectus" under the SEC's Rule 405of the Securities Act of 1933, as amended, unless specificallyidentified as such.
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