[REVLON LOGO]
REVLON CONSUMER PRODUCTS CORPORATION
OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING
8 1/8% SENIOR NOTES DUE 2006
(CUSIP NO. 761519AK3)
AND
9% SENIOR NOTES DUE 2006
(CUSIP NO. 761519AQ0)
- -------------------------------------------------------------------------------
The Tender Offers will expire at 3:00 p.m., New York City time, on Friday, May
14, 2004, unless extended or earlier terminated (as so extended or earlier
terminated, if at all, the "Expiration Date"). NOTEHOLDERS MUST TENDER THEIR
NOTES PRIOR TO 3:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE TO RECEIVE
THE TENDER OFFER CONSIDERATION.
- -------------------------------------------------------------------------------
Revlon Consumer Products Corporation, a Delaware corporation ("Products
Corporation" or the "Company"), hereby offers to purchase (the "Tender Offers")
for cash, upon the terms and subject to the conditions set forth in this Offer
to Purchase (as it may be amended or supplemented, this "Offer to Purchase")
and in the accompanying letter of transmittal (the "Letter of Transmittal"),
any and all of its outstanding 8 1/8% Senior Notes due 2006 (the "8 1/8% Senior
Notes") and 9% Senior Notes due 2006 (the "9% Senior Notes" and, together with
the 8 1/8% Senior Notes, the "Notes").
Each holder of Notes (a "Noteholder") that validly tenders its Notes prior
to 3:00 p.m., New York City time, on the Expiration Date shall receive total
consideration of $1,016.04 per $1,000 principal amount of 8 1/8% Senior Notes
validly tendered by such time (the "8 1/8% Senior Notes Consideration"), and
$1,032.50 per $1,000 principal amount of 9% Senior Notes validly tendered by
such time (the "9% Senior Notes Consideration" and, together with the 8 1/8%
Senior Notes Consideration, the "Tender Offer Consideration"). Noteholders that
validly tender their Notes in the Tender Offers, shall also receive accrued and
unpaid interest from the last interest payment date to, but not including, the
Settlement Date (as defined below), payable on the Settlement Date. The
"Settlement Date" is the settlement date in respect of any Notes that are
validly tendered prior to 3:00 p.m., New York City time, on the Expiration
Date, and is expected to promptly follow the Expiration Date. NO TENDERS WILL
BE VALID IF SUBMITTED AFTER 3:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
The Dealer Manager for the Tender Offers is:
CITIGROUP
April 16, 2004
THE TENDER OFFERS WILL NOT HAVE WITHDRAWAL RIGHTS. NOTES TENDERED IN THE
TENDER OFFERS ARE IRREVOCABLE UNLESS OTHERWISE REQUIRED BY LAW.
Subject to the terms and conditions set forth in this Offer to Purchase
and the accompanying Letter of Transmittal, the Tender Offer Consideration to
which a tendering Noteholder is entitled pursuant to the Tender Offers will be
paid on the Settlement Date.
Any questions or requests for assistance concerning the terms of the
Tender Offers may be directed to Citigroup Global Markets Inc. (the "Dealer
Manager") at the address and telephone number set forth on the back cover of
this Offer to Purchase. Questions and requests for assistance or additional
copies of this Offer to Purchase or the accompanying Letter of Transmittal or
other Tender Offer materials should be directed to D.F. King & Co., Inc. (the
"Information Agent") at the address and telephone number set forth on the back
cover of this Offer to Purchase. Beneficial owners may also contact their
brokers, dealers, commercial banks, trust companies or other nominee for
assistance concerning the Tender Offers. Any Noteholder or beneficial owner
that has questions concerning tender procedures should contact the Depositary
at the address and telephone number set forth on the back cover of this Offer
to Purchase.
NONE OF THE COMPANY, THE DEALER MANAGER, THE DEPOSITARY (AS DEFINED
HEREIN) OR THE INFORMATION AGENT MAKES ANY RECOMMENDATION THAT ANY NOTEHOLDER
TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF
SUCH NOTEHOLDER'S NOTES, AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE
SUCH A RECOMMENDATION. NOTEHOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER
TO TENDER NOTES, AND, IF SO, THE PRINCIPAL AMOUNT OF NOTES TO TENDER.
The Company currently intends to issue approximately $400 million
aggregate principal amount of senior unsecured debt (the "New Debt Issuance").
The Company also intends to enter into a new senior secured credit facility
(the "New Credit Facility") concurrently with the consummation of the Tender
Offers, which the Company expects to be for an aggregate of approximately
$680.0 million, of which approximately $530.0 million is expected to be a term
loan facility with the balance being a multi-currency revolving credit
facility. The Company intends to use a portion of the amounts borrowed under
the New Credit Facility and a portion of the net proceeds from the New Debt
Issuance to (i) purchase the Notes tendered and accepted in the Tender Offers
and to purchase the 12% Senior Secured Notes tendered and accepted in the 12%
Senior Secured Notes Offer to Purchase (as defined herein), (ii) redeem any
such notes that remain outstanding following the respective offers to purchase,
(iii) repay amounts outstanding under the Company's existing credit facility,
and (iv) pay fees and expenses incurred in connection therewith, as well as in
connection with the debt-for-equity exchange transactions completed in March
2004. Statements in this Offer to Purchase regarding the New Debt Issuance
shall not constitute an offer to sell or a solicitation of an offer to buy any
securities.
The Notes are currently redeemable. Following the Expiration Date and
subject to satisfaction of the Refinancing Condition (as defined herein) and
the satisfaction or, where applicable, waiver of the General Conditions (as
defined herein), the Company currently intends to redeem all Notes not tendered
and accepted for purchase pursuant to the Tender Offers, in accordance with the
terms and conditions of the indenture governing the 8 1/8% Senior Notes and the
indenture governing the 9% Senior Notes (together, the "Existing Indentures").
The redemption price for the 8 1/8% Senior Notes is 25 basis points less than
the 8 1/8% Senior Notes Consideration and the redemption price for the 9% Senior
Notes is 25 basis points less than the 9% Senior Notes Consideration. This
Offer to Purchase does not constitute a call for redemption, which may be made
at a later date upon the terms and conditions set forth in the Existing
Indentures.
Notwithstanding any other provision of the Tender Offers, the Company's
obligation to accept for purchase, and to pay the Tender Offer Consideration
for the Notes validly tendered pursuant to the Tender Offers is subject to, and
conditioned upon, the satisfaction of or, where applicable, the Company's
waiver of, the following:
ii
o the consummation by the Company on or prior to the Settlement Date of the
New Debt Issuance on terms and conditions satisfactory to the Company (the
"New Debt Issuance Condition");
o the Company's entry into the New Credit Facility on or prior to the
Settlement Date on terms and conditions satisfactory to the Company (the
"New Credit Facility Condition");
o that the net proceeds of the New Debt Issuance and the amounts borrowed by
the Company under the New Credit Facility are sufficient to purchase all of
the Notes tendered in the Tender Offers (the "Funding Condition" and,
collectively with the New Debt Issuance Condition and the New Credit
Facility Condition, the "Refinancing Condition"); and
o the General Conditions (as defined below in "Terms of the Tender Offers --
Conditions to the Tender Offers").
Subject to applicable securities laws and the terms set forth in this
Offer to Purchase, the Company reserves the right, in its sole discretion, to
terminate or amend either Tender Offer or waive any one or more of the
conditions at any time. Each of the Tender Offers for the 8 1/8% Senior Notes
and the 9% Senior Notes, referred to herein as the 8 1/8% Senior Notes Tender
Offer and the 9% Senior Notes Tender Offer, respectively, is independent of the
other Tender Offer and neither Tender Offer is conditioned upon the tender of
an aggregate principal amount of Notes. See "Terms of the Tender Offers --
Conditions to the Tender Offers."
Noteholders should take note of the following dates in connection with the
Tender Offers:
DATE CALENDAR DATE EVENT
- ----------------- ----------------------------------- -----------------------------------
Expiration Date 3:00 p.m., New York City time, The last day for Noteholders to
Friday, May 14, 2004, unless tender Notes pursuant to the
extended or earlier terminated by Tender Offers.
the Company.
Settlement Date In respect of all Notes validly The Company accepts all Notes
tendered, the Company will make validly tendered. The Company
payment promptly following the notifies the Depositary that the
Expiration Date. tendered Notes are accepted for
purchase and payment. The
Company will deposit with U.S.
Bank National Association (the
"Depositary") the amount of cash
necessary to pay each Noteholder
whose Notes are accepted for
payment the Tender Offer
Consideration and accrued and
unpaid interest up to, but not
including the Settlement Date. The
Depositary will pay each
Noteholder whose Notes are
accepted the Tender Offer
Consideration for all Notes
accepted for tender and accrued
and unpaid interest.
The Company reserves the right to extend the Tender Offers, if necessary,
in its sole discretion, so that the Expiration Date occurs upon or shortly
thereafter the satisfaction of the conditions to the Tender Offers.
Subject to applicable securities laws, the Company reserves the right, in
its sole discretion: (1) to waive any and all conditions to the Tender Offers;
(2) extend or to terminate the Tender Offers; or (3) otherwise to amend the
Tender Offers in any respect. In the event that the Tender Offers are withdrawn
or otherwise not completed, the Tender Offer Consideration will not be paid or
become payable to Noteholders who have validly tendered their Notes in
connection with the Tender Offers.
iii
TO HOLDERS OF
REVLON CONSUMER PRODUCTS CORPORATION
8 1/8% SENIOR NOTES DUE 2006 AND
9% SENIOR NOTES DUE 2006
SUMMARY
The following summary is provided for your convenience. It highlights
material information in this Offer to Purchase and the accompanying Letter of
Transmittal, but does not describe all of the details of the Tender Offers.
Noteholders are urged to read the more detailed information set forth in this
Offer to Purchase and in the accompanying Letter of Transmittal. Each of the
capitalized terms used in this summary and not defined herein has the meaning
set forth elsewhere in this Offer to Purchase.
The Company has commenced the Tender Offers for cash any and all outstanding
Notes as described below:
IF YOU HAVE QUESTIONS, PLEASE CALL THE INFORMATION AGENT OR THE DEALER MANAGER
TOLL-FREE AT THEIR RESPECTIVE TELEPHONE NUMBERS ON THE BACK COVER OF THIS OFFER
TO PURCHASE.
The Company................... Revlon Consumer Products Corporation.
The Notes..................... 8 1/8% Senior Notes due February 1, 2006. The
8 1/8% Senior Notes are governed by the
indenture, dated as of February 1, 1998,
between the Company and U.S. Bank National
Association, as trustee (the "Trustee").
9% Senior Notes, due November 1, 2006. The 9%
Senior Notes are governed by the indenture,
dated as of November 6, 1998, between the
Company and the Trustee.
The Refinancing Transactions... The refinancing, which is expected to
substantially reduce the Company's annual
interest expense and extend the maturities of a
significant amount of its debt which would
otherwise be due in 2005 and 2006, consists of
the following elements:
o the Company's entry into the New Credit
Facility, which the Company expects to be
for an aggregate of approximately $680.0
million, of which approximately $530.0
million is expected to be a term loan
facility, with the balance being a
multi-currency revolving credit facility;
o the issuance of new senior unsecured debt
in the New Debt Issuance, which the Company
expects will be in an aggregate principal
amount of approximately $400.0 million;
o the refinancing of the Company's existing
credit agreement in the amount of $312.0
million, of which approximately $228.2
million was outstanding as of April 13,
2004; and
o the retirement of all the outstanding
$363.0 million, $116.2 million and $75.5
million aggregate principal amounts of the
12% Senior Secured Notes, the 8 1/8%
1
Senior Notes and the 9% Senior Notes,
respectively. See "The Refinancing
Transactions -- Offer to Purchase the 12%
Senior Secured Notes due 2005."
The Company intends to use a portion of the
net proceeds from the New Debt Issuance and a
portion of the amounts borrowed under the New
Credit Facility to (i) purchase the Notes in
connection with the Tender Offers and the 12%
Senior Secured Notes in connection with the
12% Senior Secured Notes Offer to Purchase,
(ii) redeem any such notes remaining
outstanding following the respective offers to
purchase, (iii) repay amounts outstanding
under the Company's existing credit facility,
and (iv) pay fees and expenses incurred in
connection therewith, as well as in connection
with the debt-for-equity exchange transactions
completed in March 2004.
The Tender Offers............. The Company is offering to purchase any and
all of its outstanding Notes at the price per
Note set forth below on the terms and subject
to the satisfaction or waiver of the conditions
set forth herein, including, without
limitation, the Refinancing Condition and the
General Conditions. The Company currently
intends to issue new senior unsecured debt in
the New Debt Issuance and to enter into the New
Credit Facility.
Expiration Date............... The Tender Offers commenced on Friday, April
16, 2004, and will expire at 3:00 p.m., New
York City time, on Friday, May 14, 2004, unless
extended by the Company in its sole discretion.
The Company may, in its sole discretion and
subject to applicable law, terminate, withdraw
or amend the Tender Offers at any time as
described in this Offer to Purchase and the
accompanying Letter of Transmittal.
Purpose of the Offer
to Purchase................... The Tender Offers are part of the refinancing
of approximately $867.0 million of the
Company's debt. The principal purpose of the
Tender Offers is to purchase all Notes as part
of the Company's previously announced plan to
strengthen its balance sheet and capital
structure. The Tender Offers are being made in
conjunction with (i) the offer to purchase and
consent solicitation for the 12% Senior Secured
Notes, (ii) the New Debt Issuance, and (iii)
the Company's entry into the New Credit
Facility, and are subject to the satisfaction
or waiver of the Refinancing Condition and the
General Conditions.
8 1/8% Senior
Notes Consideration........... The 8 1/8% Senior Notes Consideration shall be
$1,016.04.
9% Senior
Notes Consideration........... The 9% Senior Notes Consideration shall be
$1,032.50.
2
Interest...................... In addition to the Tender Offer
Consideration, Noteholders who validly tender
their Notes in the Tender Offers will also
receive accrued and unpaid interest from the
last interest payment date to, but not
including, the Settlement Date, payable on the
Settlement Date.
Settlement Date............... Payment of the Tender Offer Consideration,
plus accrued and unpaid interest, up to, but
not including the Settlement Date, for tendered
Notes accepted for payment will be on a date
expected to be promptly following the
Expiration Date.
How to Tender Notes........... See "Terms of the Tender Offer -- Procedures
for Tendering Notes." For further information,
call the Information Agent or the Dealer
Manager at the telephone numbers set forth on
the back cover of this Offer to Purchase or
consult your broker, dealer, commercial bank or
trust company for assistance.
Withdrawal Rights............. THE TENDER OFFERS WILL NOT HAVE WITHDRAWAL
RIGHTS. NOTES TENDERED IN THE TENDER OFFERS ARE
IRREVOCABLE UNLESS OTHERWISE REQUIRED BY LAW.
Acceptance of Tendered Notes and
Payment...................... Subject to the terms of this Offer to
Purchase and the accompanying Letter of
Transmittal and upon satisfaction or waiver of
the conditions to the Tender Offers specified
herein under "Terms of the Tender Offers --
Conditions of the Tender Offers," the Company
will accept for purchase all Notes validly
tendered (or defectively tendered, if such
defect has been waived by the Company) and
promptly pay the Tender Offer Consideration
(plus accrued and unpaid interest) for Notes
accepted.
Payment of the Tender Offer Consideration with
respect to Notes purchased in the Tender
Offers that are validly tendered on or prior
to the Expiration Date is expected to be made
on the Settlement Date. The Company reserves
the right, subject to applicable laws, to (a)
accept for purchase and pay for all Notes
validly tendered on or prior to the Expiration
Date and to keep the Tender Offers open or
extend the Expiration Date to a later date and
time with respect to any or all Notes as
announced by the Company and (b) waive all
conditions to the Tender Offers for Notes
tendered on or prior to the Expiration Date.
On the Settlement Date, the Company will
deposit with the Depositary the amount of cash
necessary to pay each Noteholder whose Notes
are accepted in the Tender Offers the Tender
Offer Consideration and accrued and unpaid
interest. The Depositary will pay each
Noteholder whose Notes are accepted the Tender
Offer Consideration for all Notes accepted for
tender and accrued and unpaid interest.
3
Under no circumstances will any interest be
payable because of any delay in the
transmission of funds to Noteholders by the
Depositary. See "Terms of the Tender Offers --
Acceptance for Purchase; Payment for Notes."
Source of Funds............... Assuming (i) 100% of the Notes are tendered
on or prior to the Expiration Date, (ii) the
Expiration Date is May 14, 2004, and (iii) the
Settlement Date is May 18, 2004, approximately
$199.2 million is required to pay the Tender
Offer Consideration including accrued and
unpaid interest from the last interest payment
date to, but not including, the Settlement
Date. The Company intends to issue senior
unsecured debt pursuant to the New Debt
Issuance and to enter into the New Credit
Facility. The Company intends to use a portion
of the net proceeds from the New Debt Issuance
and a portion of the amounts borrowed under the
New Credit Facility to (i) purchase the Notes
in connection with the Tender Offers and the
12% Senior Secured Notes in connection with the
12% Senior Secured Notes Offer to Purchase,
(ii) redeem any such notes remaining
outstanding following the respective offers to
purchase, (iii) repay amounts outstanding under
the Company's existing credit facility, and
(iv) pay fees and expenses incurred in
connection therewith, as well as in connection
with the debt-for-equity exchange transactions
completed in March 2004. See "Purpose of the
Tender Offers."
Conditions to the
Tender Offers................. Subject to applicable securities laws and the
terms set forth in this Offer to Purchase, the
Company reserves the right, in its sole
discretion, to terminate or amend either Tender
Offer or waive any one or more of the
conditions at any time. Each of the 8 1/8%
Senior Notes Tender Offer and the 9% Senior
Notes Tender Offer is independent of the other
Tender Offer and neither Tender Offer is
conditioned upon the tender of an aggregate
principal amount of Notes. The Tender Offers
are not contingent upon the tender of any
minimum principal amount of Notes. The Tender
Offers, however, are conditioned upon
satisfaction or waiver of certain conditions,
including, without limitation, the Refinancing
Condition, and the General Conditions. The
Company reserves the right to waive any and all
conditions to the Tender Offers. See "Terms of
the Tender Offers -- Conditions to the Tender
Offers."
Untendered Notes.............. Notes not tendered and purchased pursuant to
the Tender Offers will remain outstanding. As a
result of the consummation of the Tender
Offers, the aggregate principal amount of the
Notes that is outstanding will be significantly
reduced, which may adversely affect the
liquidity of and, consequently, the market
price for the Notes, if any, that remain
outstanding after consummation of the Tender
Offers.
4
The Notes are currently redeemable. Following
the Expiration Date and subject to
satisfaction or, where applicable, waiver of
the Refinancing Condition and the satisfaction
or, where applicable, waiver of the General
Conditions, the Company currently intends to
redeem all Notes not tendered and accepted for
purchase pursuant to the Tender Offers, in
accordance with the terms and conditions of
the Existing Indentures. The redemption price
for the 8 1/8% Senior Notes is 25 basis points
less than the 8 1/8% Senior Notes Consideration
and the redemption price for the 9% Senior
Notes is 25 basis points less than the 9%
Senior Notes Consideration. The Tender Offers
do not constitute a call for redemption, which
may be made at a later date upon the terms and
conditions set forth in the Existing
Indentures.
Material United States Federal
Income Tax Consequences...... For a summary of the material United States
federal income tax consequences of the Tender
Offers, see "Material United States Federal
Income Tax Consequences."
Dealer Manager................ The Dealer Manager for the Tender Offers is
Citigroup Global Markets Inc.
Depositary and
Information Agent............. The Depositary for the Tender Offers is U.S.
Bank National Association. The Information
Agent for the Tender Offers is D.F. King & Co.,
Inc.
Further Information........... Questions and requests for assistance may be
directed to the Dealer Manager at the address
and telephone number set forth on the back
cover of this Offer to Purchase. Additional
copies of this Offer to Purchase and the
accompanying Letter of Transmittal and other
related materials may be obtained by contacting
the Information Agent at the address and
telephone number set forth on the back cover of
this Offer to Purchase.
5
REVLON CONSUMER PRODUCTS CORPORATION
Revlon Consumer Products Corporation, a direct wholly owned subsidiary of
Revlon, Inc. (collectively with its subsidiaries, "Revlon"), manufactures,
markets and sells an extensive array of cosmetics and skin care, fragrances and
personal care products. Revlon is one of the world's leading mass-market
cosmetics brands. Revlon believes that its global brand name recognition,
product quality and marketing experience have enabled it to create one of the
strongest consumer brand franchises in the world. Revlon's products are sold
worldwide and are marketed under such well-known brand names as Revlon,
ColorStay, Revlon Age Defying and Skinlights, as well as Almay in cosmetics;
Almay Kinetin, Vitamin C Absolutes, Eterna 27, Ultima II and Jeanne Gatineau in
skin care; Charlie in fragrances; and High Dimension, Flex, Mitchum, Colorsilk,
Jean Nate and Bozzano in personal care products.
Revlon was founded by Charles Revson, who revolutionized the cosmetics
industry by introducing nail enamels matched to lipsticks in fashion colors
over 70 years ago. Today, Revlon has leading market positions in a number of
its principal product categories in the U.S. mass-market distribution channel,
including the lip, face makeup and nail enamel categories. Revlon also has
leading market positions in several product categories in certain markets
outside of the U.S., including in Australia, Canada, Mexico and South Africa.
Revlon's products are sold in more than 100 countries across six continents.
For a description of the Company's business plan, please see the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission
("SEC") for the year ended December 31, 2003 and incorporated herein by
reference.
PURPOSE OF THE TENDER OFFERS
The Tender Offers are part of the refinancing of approximately $867.0
million of the Company's debt. The principal purpose of the Tender Offers is to
purchase all Notes as part of the Company's previously announced plan to
strengthen its balance sheet and capital structure. The Tender Offers are being
made in conjunction with (i) the tender offer for the 12% Senior Secured Notes
due 2005, (ii) the New Debt Issuance, and (iii) the Company's entry into the
New Credit Facility, and are subject to the satisfaction or waiver of the
Refinancing Condition and the General Conditions.
SOURCES AND AMOUNT OF FUNDS
If all outstanding Notes are validly tendered on or prior to the
Expiration Date, the Tender Offer Consideration for all Notes plus accrued and
unpaid interest from the last interest payment date to, but not including, the
Settlement Date, is expected to be approximately $199.2 million. The Company
intends to issue senior unsecured debt pursuant to the New Debt Issuance and to
enter into the New Credit Facility. The Company intends to use a portion of the
net proceeds from the New Debt Issuance and a portion of the amounts borrowed
under the New Credit Facility to (i) purchase the Notes in connection with the
Tender Offers and the 12% Senior Secured Notes in connection with the 12%
Senior Secured Notes Offer to Purchase, (ii) redeem any such notes remaining
outstanding following the respective offers to purchase, (iii) repay amounts
outstanding under the Company's existing credit facility, and (iv) pay fees and
expenses incurred in connection therewith, as well as in connection with the
debt-for-equity exchange transactions completed in March 2004. If the New Debt
Issuance or the New Credit Facility do not result in the receipt by the Company
of net proceeds or borrowed amounts, as applicable, sufficient to purchase all
of the Notes tendered pursuant to the Tender Offers, the Company shall not be
required to accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered Notes, in each event subject to Rule
14e-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act'), and may terminate the Tender Offers. Statements in this Offer to
Purchase regarding the New Debt Issuance shall not constitute an offer to sell
or a solicitation of an offer to buy any securities. See "Terms of the Tender
Offers -- Conditions to the Tender Offers."
WHERE YOU CAN FIND MORE INFORMATION
The Company files or furnishes annual, quarterly and special reports and
other information with the Securities and Exchange Commission ("SEC"). You may
read and copy any document the
6
Company files or furnishes at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. The SEC also maintains an
internet site at http://www.sec.gov that contains periodic filings, information
statements and other information regarding issuers that file electronically
with the SEC, including the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company has filed with the SEC its Annual Report on Form 10-K for the
year ended December 31, 2003 and such document is incorporated herein by
reference. In addition, the Current Report on Form 8-K furnished to the SEC by
Revlon on February 19, 2004, and the Current Report on Form 8-K filed with the
SEC by Revlon on March 26, 2004 are incorporated herein by reference.
In addition to the foregoing, all reports and other documents that the
Company files or furnishes pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the date of this Offer to Purchase and prior to
the Expiration Date of the Tender Offers shall be deemed to be incorporated by
reference into this Offer to Purchase and to be a part hereof for the dates of
filing or furnishing of such reports and documents. Any statement contained in
this Offer to Purchase or in a document all or a portion of which is
incorporated or deemed to be incorporated by reference in this Offer to
Purchase shall be deemed to be modified or superseded for purposes of this
Offer to Purchase to the extent that a statement contained in this Offer to
Purchase, or in any other subsequently filed or furnished document that also is
deemed to be incorporated by reference in this Offer to Purchase, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Offer
to Purchase.
You should rely only on the information provided in this Offer to Purchase
or incorporated by reference. We have not authorized anyone else to provide you
with different information. You should not assume that the information in this
Offer to Purchase is accurate as of any date other than the date on the front
of the document. We are not making Tender Offers for to purchase the Notes in
any state where the offer is not permitted.
FORWARD LOOKING STATEMENTS
This Offer to Purchase contains forward-looking statements that involve
risks and uncertainties. The Company's actual results may differ materially
from those discussed in such forward-looking statements. Such statements
include, without limitation, the Company's expectations and estimates (whether
qualitative or quantitative) as to:
o the Company's plan to refinance its debt due in 2005 and 2006, including
by the consummation of this Offer to Purchase and the Company's
concurrent offer to purchase its 12% Senior Secured Notes;
o the Company's intention to enter into a Supplemental Indenture with
respect to any untendered 12% Senior Secured Notes;
o the Company's intention to issue senior unsecured debt in the New Debt
Issuance including the aggregate amount of such debt issuance and the
expected closing date of such debt issuance;
o the Company's expectation to enter into the New Credit Facility which
will amend and restate its existing credit facility, including the terms
of and the aggregate amount available under such New Credit Facility, as
well as the timing of such transaction;
o the Company's plan or ability to use some or all of the net proceeds
from the New Debt Issuance and a portion of the amounts borrowed under
the New Credit Facility to repay amounts outstanding under the existing
credit facility, to purchase the Notes tendered in this Offer to Purchase
and the 12% Senior Secured Notes tendered and accepted in the Company's
concurrent 12% Senior Secured Notes Offer to Purchase, to redeem any such
notes that
7
remain outstanding following the respective offers to purchase and to pay
expenses in connection with such transactions and the debt-for-equity
exchange transactions completed in March 2004; and
o the Company's intention to redeem any Notes that remain outstanding
following the Expiration Date of this Offer to Purchase and any of the
12% Senior Secured Notes that remain outstanding following the
consummation of its respective offer to purchase.
Statements that are not historical facts, including statements about our
beliefs and expecta-tions, are forward-looking statements. Forward-looking
statements can be identified by, among other things, the use of forward-looking
language, such as "believes," "expects," "estimates," "may," "will," "should,"
"seeks," "plans," "scheduled to," "anticipates" or "intends" or the negative of
those terms, or other variations of those terms or comparable language, or by
discussions of strategy or intentions. Forward-looking statements speak only as
of the date they are made, and the Company undertakes no obligation to update
them. A number of important factors could cause actual results to differ
materially from those contained in any forward-looking statement. In addition
to factors that may be described in the Company's filings with the SEC, the
following factors, among others, could cause the Company's actual results to
differ materially from those expressed in any forward-looking statements made
by the Company:
o difficulties, delays or unanticipated costs in connection with
consummating this Offer to Purchase and the Company's concurrent offer to
purchase its 12% Senior Secured Notes;
o difficulties, delays or unanticipated costs entering into a Supplemental
Indenture with respect to any untendered 12% Senior Secured Notes;
o difficulties, delays or unanticipated costs in connection with
consummating the New Debt Issuance;
o difficulties, delays or unanticipated costs in connection with entering
into the New Credit Facility to amend and restate the existing credit
facility;
o the insufficiency of funds raised in the New Debt Issuance or the
unavailability of funds under the New Credit Facility to repurchase the
Notes tendered in this Offer to Purchase or the 12% Senior Secured Notes
tendered and accepted in the Company's concurrent 12% Senior Secured
Notes Offer to Purchase, to redeem any such notes that remain outstanding
following the Expiration Date of this Offer to Purchase or following the
expiration of the 12% Senior Secured Notes Offer to Purchase, to repay
its existing credit facility or to pay expenses in connection with such
transactions and the debt-for-equity exchange transactions completed in
March 2004;
You should consider the areas of risk described above, as well as those
set forth in other documents we have filed with the SEC and which are
incorporated by reference into this Offer to Purchase in connection with any
forward-looking statements that may be made by us. You are advised to consult
any additional disclosures we make in our Quarterly Reports on Form 10-Q,
Annual Report on Form 10-K and Current Reports on Form 8-K to the SEC (which,
among other places, can be found on the SEC's website at http://www.sec.gov).
See "Where You Can Find More Information." Please see our Annual Report on Form
10-K for the year ended December 31, 2003 for other forward-looking statements.
8
TERMS OF THE TENDER OFFERS
GENERAL
On February 2, 1998 pursuant to the Indenture dated as of February 1, 1998
between the Company and U.S. Bank National Association, as Trustee, the Company
issued the original 8 1/8% Senior Notes in a private placement. On May 7, 1998,
the original notes were exchanged for the current 8 1/8% Senior Notes. As of
April 16, 2004, there was approximately $116,200,000 aggregate principal amount
of the 8 1/8% Senior Notes outstanding. Interest is payable semi-annually on the
8 1/8% Senior Notes each February 1 and August 1. The 8 1/8% Senior Notes mature
on February 1, 2006.
On November 6, 1998 pursuant to the Indenture dated as of November 6, 1998
between the Company and U.S. Bank National Association, as Trustee, the Company
issued the original 9% Senior Notes in a private placement. On February 24,
1999, the original notes were exchanged for the current 9% Senior Notes. As of
April 16, 2004, there was approximately $75,500,000 aggregate principal amount
of the 9% Senior Notes outstanding. Interest is payable semi-annually on the 9%
Notes each November 1 and May 1. The 9% Notes mature on November 1, 2006.
Upon the terms and subject to the conditions set forth in this Offer to
Purchase and the accompanying Letter of Transmittal (including, if the Tender
Offers are extended or amended, the terms and conditions of any such extension
or amendment), the Company hereby offers to purchase for cash any and all
outstanding 8 1/8% Senior Notes for the 8 1/8% Senior Notes Consideration, or,
any and all outstanding 9% Senior Notes for the 9% Senior Notes Consideration,
plus accrued and unpaid interest from the last interest payment date to, but
not including, the Settlement Date, in each case, payable on the Settlement
Date.
The Tender Offers commenced on April 16, 2004 and will expire at 3:00
p.m., New York City time, on Friday, May 14, 2004, the Expiration Date, unless
extended by the Company in its sole discretion. The Company may, in its sole
discretion and subject to applicable law, terminate, withdraw or amend the
Tender Offers at any time as discussed below.
Notes will be accepted for payment pursuant to the Tender Offers only in
integral multiples of $1,000. Noteholders who validly tender their Notes prior
to 3:00 p.m., New York City time, on the Expiration Date will, subject to the
terms and conditions set forth in this Offer to Purchase and the accompanying
Letter of Transmittal, receive the 8 1/8% Senior Notes Consideration or the 9%
Senior Notes Consideration, as applicable.
All Notes validly tendered in accordance with the procedures set forth
herein prior to 3:00 p.m., New York City time, on the Expiration Date, upon the
terms and subject to the conditions hereof, including satisfaction of the
Refinancing Condition and the General Conditions unless any of such Refinancing
Conditions and General Conditions has been waived, will be accepted for payment
by the Company, and payments will be made therefor on the Settlement Date,
which is expected to be promptly following the Expiration Date. If the Tender
Offers are not consummated, no such payments will be made. All conditions to
the Tender Offers must be either satisfied or waived, as applicable, by the
Company prior to the expiration of the Tender Offers on the Expiration Date.
The Tender Offers are not contingent upon the tender of any minimum
principal amount of Notes. The Company's obligation to accept, and pay for,
Notes validly tendered pursuant to the Tender Offers is conditioned upon the
satisfaction of the Refinancing Condition and the General Conditions or waiver
of any of the foregoing as set forth in "Terms of the Tender Offers --
Conditions to the Tender Offers." The Company reserves the right, in its sole
discretion prior to the expiration of the Tender Offers on the Expiration Date,
(1) to waive any and all conditions to the Tender Offers, (2) to terminate the
Tender Offers or extend the Expiration Date or (3) otherwise to amend the
Tender Offers in any respect. The rights reserved by the Company in this
paragraph are in addition to the Company's rights to terminate the Tender
Offers described in "Terms of the Tender Offers -- Conditions to the Tender
Offers."
Any amendment to the Tender Offers will apply to all Notes tendered in the
Tender Offers. Any extension, amendment or termination will be followed as
promptly as practicable by public
9
announcement thereof, the announcement in the case of an extension of the
Tender Offers to be issued no later than 9:30 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date. Without
limiting the manner in which any public announcement may be made, the Company
shall have no obligation to publish, advertise or otherwise communicate any
such public announcement other than by issuing a release to Business Wire.
If the Company makes a material change in the terms of the Tender Offers
or the information concerning the Tender Offers, the Company will disseminate
additional Tender Offer materials and extend the Tender Offers to the extent
required by law.
NONE OF THE COMPANY, THE TRUSTEE, THE INFORMATION AGENT, THE DEPOSITARY OR
THE DEALER MANAGER MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT NOTEHOLDERS
SHOULD TENDER THEIR NOTES PURSUANT TO THE TENDER OFFERS. NOTEHOLDERS MUST MAKE
THEIR OWN DECISIONS WITH REGARD TO TENDERING NOTES.
CERTAIN SIGNIFICANT CONSEQUENCES TO NON-TENDERING NOTEHOLDERS
In deciding whether to participate in the Tender Offers, each Noteholder
should consider carefully, in addition to the other information contained in
and incorporated by reference in this Offer to Purchase, the following:
Limited Trading Market for the Notes
To the extent that Notes are tendered and accepted in the Tender Offers,
the trading market for Notes will likely become limited. A bid for a debt
security with a smaller outstanding principal amount available for trading (a
smaller "float") may be lower than a bid for a comparable debt security with a
greater float. Therefore, the market price for and liquidity of Notes not
tendered or tendered but not purchased may be affected adversely to the extent
that the principal amount of Notes purchased pursuant to the Tender Offers
reduces the float of the Notes. The reduced float may also tend to make the
trading price more volatile. Noteholders of unpurchased Notes may attempt to
obtain quotations for their Notes from their brokers; however, there can be no
assurance that an active trading market will exist for the Notes following
consummation of the Tender Offers. The extent of the market for the Notes
following consummation of the Tender Offers will depend upon a number of
factors, including the size of the float, the number of Noteholders remaining
at such time and the interest in maintaining a market in the Notes on the part
of securities firms and other factors.
Redemption of the Unpurchased Notes
The Notes are currently redeemable. Following the Expiration Date and
subject to satisfaction or waiver of the Refinancing Condition and the
satisfaction or, where applicable, waiver of the General Conditions, the
Company currently intends to redeem all Notes not tendered and accepted for
purchase pursuant to the Tender Offers, in accordance with the terms and
conditions of the Existing Indentures. The redemption price for the 8 1/8%
Senior Notes is 25 basis points less than 8 1/8% Senior Notes Consideration and
the redemption price for the 9% Senior Notes is 25 basis points less than 9%
Senior Notes Consideration. The Tender Offers do not constitute a call for
redemption, which may be made at a later date upon the terms and conditions set
forth in the Existing Indentures.
ACCEPTANCE FOR PURCHASE; PAYMENT FOR NOTES
Upon the terms and subject to the conditions of the Tender Offers
(including, if the Tender Offers are extended or amended, the terms and
conditions of any such extension or amendment) and applicable law, on the
Settlement Date the Company will purchase, by accepting for payment, and will
promptly pay for all Notes validly tendered and not withdrawn pursuant to the
Tender Offers. Notes will be accepted for payment in the Tender Offers only in
integral multiples of $1,000.
Payment for Notes purchased pursuant to the Tender Offers will be made by
the deposit of the Tender Offer Consideration plus accrued and unpaid interest
in immediately available funds by the
10
Company on the Settlement Date with the Depositary, which will act as agent for
tendering Noteholders for the purpose of receiving payment from the Company and
transmitting such payment to tendering Noteholders. For purposes of the Tender
Offers, the Company will be deemed to have accepted for purchase all Notes
validly tendered (or defectively tendered Notes with respect to which the
Company has waived such defect) and not properly withdrawn if, as and when the
Company gives oral (confirmed in writing ) or written notice thereof to the
Depositary.
The Company expressly reserves the right, in its sole discretion and
subject to Rule 14e-1(c) under the Exchange Act, to delay acceptance for
payment of or payment for Notes if any of the conditions to the Tender Offers
shall not have been satisfied or waived, or in order to comply, in whole or in
part, with any applicable law. See "Terms of the Tender Offers -- the
Conditions to the Tender Offers." In all cases, payment by the Depositary to
Noteholders or beneficial owners of the Tender Offer Consideration and accrued
and unpaid interest for Notes purchased pursuant to the Tender Offers will be
made only after timely receipt by the Depositary of (i) certificates
representing such Notes or timely confirmation of a book-entry transfer of such
Notes into the Depositary's account at DTC pursuant to the procedures set forth
under "Procedures for Tendering Notes," (ii) a properly completed and duly
executed Letter of Transmittal (or manually signed facsimile thereof) or a
properly transmitted Agent's Message and (iii) any other documents required by
the Letter of Transmittal.
If any tendered Notes are not purchased pursuant to the Tender Offers for
any reason, such Notes not purchased will be returned promptly, without
expense, to the tendering Noteholder (or, in the case of Notes tendered by
book-entry transfer, such Notes will be promptly credited to the account
maintained at DTC from which Notes were delivered) after the expiration or
termination of the Tender Offers.
Noteholders of Notes whose Notes are accepted for payment pursuant to the
Tender Offers will be entitled to receive the Tender Offer Consideration plus
accrued and unpaid interest. Under no circumstances will any additional
interest be payable because of any delay in the transmission of funds to the
Noteholders by the Depositary.
Tendering Noteholders, whose Notes are purchased in the Tender Offers,
will not be obligated to pay brokerage commissions to the Dealer Manager,
Information Agent or Depositary. The Company will pay or cause to be paid all
transfer taxes with respect to the purchase of any Notes unless the box titled
"Special Payment Instructions" or the box titled "Special Delivery
Instructions" on the Letter of Transmittal has been completed, as described in
the Instructions thereto. The Company will pay all other charges and expenses
in connection with the Tender Offers.
PROCEDURE FOR TENDERING NOTES
The tender of Notes pursuant to the Tender Offers and in accordance with
the procedures described below will constitute a valid tender of Notes.
Noteholders will be entitled to receive the Tender Offer Consideration if they
tender their Notes pursuant to the Tender Offers prior to 3:00 p.m., New York
City time, on the Expiration Date.
The method of delivery of Notes and the Letter of Transmittal, any
required signature guarantees and all other required documents, including
delivery through DTC and any acceptance of an Agent's Message transmitted
through ATOP, is at the election and the risk of the Noteholder tendering Notes
and delivering the Letter of Transmittal or transmitting an Agent's Message
and, except as otherwise provided in the Letter of Transmittal, delivery will
be deemed made only when actually received by the Depositary. If delivery is by
mail, it is suggested that the Noteholder use properly insured, registered mail
with return receipt requested, and that the mailing be made sufficiently in
advance of the Expiration Date, as applicable, to permit delivery to the
Depositary on or prior to such date. Manually signed facsimile copies of the
Letter of Transmittal, properly completed and duly executed, will be accepted.
IN NO EVENT SHOULD THE NOTEHOLDERS SEND ANY SECURITIES TO THE DEALER MANAGER,
THE TRUSTEE, THE INFORMATION AGENT OR THE COMPANY.
11
Tender of Notes Held Through DTC
For a tender of Notes held of record by DTC to be valid and for a
Noteholder to receive payment for Notes that are tendered:
o the Notes must be delivered to the Depositary pursuant to the book-entry
delivery procedures described below; and either
o the Depositary must receive from the DTC participant in whose amount the
Notes are held at DTC, at the address of the Depositary set forth on the
back cover of this Offer to Purchase, a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof);
or
o an acceptance of the Tender Offers must be transmitted to the Depositary
in accordance with DTC's ATOP procedures,
in each case at or prior to 3:00 p.m., New York City time, on the Expiration
Date.
A beneficial owner of Notes held through a custodian or nominee that is a
direct or indirect DTC participant, such as bank, broker, trust company or
other financial intermediary, must instruct the custodian or nominee to tender
the beneficial owner's Notes on behalf of such beneficial owner.
The Depositary and DTC have confirmed that the Tender Offers are eligible
for ATOP. Accordingly, DTC participants may electronically transmit their
acceptance of the Offer to Purchase by causing DTC to transfer Notes to the
Depositary in accordance with DTC's ATOP procedures for transfer. DTC will then
send an Agent's Message (as defined below) to the Depositary. Noteholders using
ATOP must allow sufficient time for completion of the ATOP procedures during
normal business hours of DTC at or prior to the Expiration Date. If the ATOP
procedures are used, the DTC participant in whose account the Notes are held at
DTC need not complete and physically deliver the Letter of Transmittal to the
Depositary.
The term "Agent's Message" means a message transmitted by DTC, received by
the Depositary and forming part of the Book-Entry Confirmation (as defined
below), which states that DTC has received an express acknowledgment from the
DTC participant tendering Notes which are the subject of such Book-Entry
Confirmation that such DTC participant has received and agrees to be bound by
the terms of this Offer to Purchase and the accompanying Letter of Transmittal
and that the Company may enforce such agreement against such DTC participant.
Tender of Notes Held in Physical Form
For a Noteholder to validly tender Notes held in physical form pursuant to
the Tender Offers, a properly completed and validly executed Letter of
Transmittal (or a manually signed facsimile thereof), together with any
signature guarantees and any other documents required by the instructions to
the Letter of Transmittal, must be received by the Depositary at its address
set forth on the back cover of this Offer to Purchase and either certificates
for tendered Notes must be received by the Depositary at such address or such
Notes must be transferred pursuant to the procedures for book-entry transfer
described above and a confirmation of such book-entry transfer must be received
by the Depositary, in either case, prior to 3:00 p.m., New York City time, on
the Expiration Date.
THE LETTER OF TRANSMITTAL AND NOTES SHOULD BE SENT ONLY TO THE DEPOSITARY,
AND NOT TO THE COMPANY, THE TRUSTEE, THE INFORMATION AGENT, THE DEALER MANAGER
OR TO ANY BOOK-ENTRY TRANSFER FACILITY.
THE METHOD OF DELIVERY OF NOTES, THE LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS TO THE DEPOSITARY IS AT THE ELECTION AND THE RISK OF THE
NOTEHOLDER TENDERING NOTES. DELIVERY OF SUCH DOCUMENTS WILL BE DEEMED MADE ONLY
WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF SUCH DELIVERY IS BY MAIL, IT IS
SUGGESTED THAT THE NOTEHOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, AND THAT THE MAILING BE MADE SUFFICIENTLY IN ADVANCE OF
12
THE EXPIRATION DATE TO PERMIT DELIVERY TO THE DEPOSITARY PRIOR TO SUCH DATE. NO
ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF NOTES WILL BE ACCEPTED.
No Guaranteed Delivery
THERE ARE NO GUARANTEED DELIVERY PROVISIONS PROVIDED FOR BY PRODUCTS
CORPORATION IN CONJUNCTION WITH THE TENDER OFFERS UNDER THE TERMS OF THIS OFFER
TO PURCHASE OR ANY OTHER OF THE TENDER OFFER MATERIALS. NOTEHOLDERS MUST TIMELY
TENDER THEIR NOTES IN ACCORDANCE WITH THE PROCEDURES SET FORTH UNDER
"PROCEDURES FOR TENDERING."
Signature Guarantees
Signatures on the Letter of Transmittal must be guaranteed by a firm that
is a participant in the Security Transfer Agents Medallion Program, the New
York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion
Program (generally a member of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office in the United States) (an "Eligible
Institution"), unless (a) the Letter of Transmittal is signed by the registered
holder of the Notes tendered therewith (or by a participant in DTC whose name
appears on a security position listing it as the owner of such Notes) and
payment of the Tender Offer Consideration is to be made, or if any Notes for
principal amounts not tendered or not accepted for purchase are to be issued,
directly to such Noteholder (or, if tendered by a participant in DTC, any Notes
for principal amounts not tendered or not accepted for purchase are to be
credited to such participant's account at DTC) and neither the "Special Payment
Instructions" box nor the "Special Delivery Instructions" box on the Letter of
Transmittal has been completed, or (b) such Notes are tendered for the account
of an Eligible Institution.
Book-Entry Transfer
The Depositary will establish a new account or utilize an existing account
with respect to the Notes at DTC (DTC being a Book-Entry Transfer Facility) for
purposes of the Tender Offers promptly after the date of this Offer to Purchase
(to the extent such arrangements have not been made previously by the
Depositary), and any financial institution that is a participant in DTC and
whose name appears on a security position listing as the owner of the Notes may
make book-entry delivery of Notes by causing DTC to transfer such Notes into
the Depositary's account in accordance with DTC's procedures for such transfer.
Delivery of documents to DTC in accordance with such Book-Entry Transfer
Facility's procedures does not constitute delivery to the Depositary. The
confirmation of a book-entry transfer of Notes into the Depositary's account at
a Book-Entry Transfer Facility as described above is referred to herein as a
"Book-Entry Confirmation."
Other Matters
Notwithstanding any other provision hereof, payment for Notes accepted for
payment pursuant to the Tender Offers will in all cases be made only after
timely receipt by the Depositary of (i) certificates for (or a timely
Book-Entry Confirmation with respect to) such Notes, (ii) a Letter of
Transmittal (or a manually signed facsimile thereof), properly completed and
duly executed, with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message and (iii) any other documents required
by the Letter of Transmittal.
Tenders of Notes pursuant to any of the procedures described above, and
acceptance thereof by the Company for purchase, will constitute a binding
agreement between the Company and the tendering Noteholder, upon the terms and
subject to the conditions of the Tender Offers in effect on the Expiration
Date.
By executing a Letter of Transmittal, and subject to and effective upon
acceptance for purchase of, and payment for, the Notes tendered therewith, a
tendering Noteholder irrevocably sells, assigns and transfers to or upon the
order of the Company all right, title and interests in and to all the Notes
13
tendered thereby, waives any and all other rights with respect to the Notes and
releases and discharges the Company from any and all claims, if any, such
Noteholder may have now, or may have in the future, arising out of, or related
to, the Notes, including without limitation any claims that such U.S.
Noteholder is entitled to receive additional principal or interest payments
with respect to the Notes or to participate in any redemption of the Notes.
All questions as to the form of all documents and the validity (including
time of receipt) and acceptance of all tenders of Notes will be determined by
the Company, in its sole discretion, the determination of which shall be
conclusive and binding. Alternative, conditional or contingent tenders of Notes
will not be considered valid. The Company reserves the absolute right to reject
any or all tenders of Notes that are not in proper form or the acceptance of
which, in the Company's opinion, would be unlawful. The Company also reserves
the right to waive any defects, irregularities or conditions of tender as to
particular Notes.
Any defect or irregularity in connection with tenders of Notes must be
cured within such time as the Company determines, unless waived by the Company.
Tenders of Notes shall not be deemed to have been made until all defects and
irregularities have been waived by the Company or cured. None of the Company,
the Dealer Manager, the Depositary, the Information Agent, the Trustee or any
other person will be under any duty to give notice of any defects or
irregularities in tenders of Notes or will incur any liability to Noteholders
for failure to give any such notice.
Backup Withholding
For a discussion of material United States federal income tax
considerations related to backup withholding, see "Material United States
Federal Income Tax Consequences."
WITHDRAWAL OF TENDERS
The Tender Offers will not have withdrawal rights. Notes tendered in the
Tender Offers are irrevocable unless otherwise required by law.
If the Company is delayed in its acceptance for purchase of, or payment
for, the Notes or is unable to accept for purchase or pay for Notes pursuant to
the Tender Offers for any reason, then, without prejudice to the Company's
rights hereunder, tendered Notes may be retained by the Depositary on behalf of
the Company and may not be withdrawn (subject to Rule 14e-1 under the Exchange
Act, which requires that an offeror pay the consideration offered or return the
Notes deposited by or on behalf of the Noteholders thereof promptly after the
termination or withdrawal of a tender offer).
EXPIRATION DATE; EXTENSION; TERMINATION; AMENDMENT
The Tender Offers will expire at 3:00 p.m., New York City time, on Friday,
May 14, 2004, unless extended or earlier terminated by the Company. In the
event that either Tender Offer is extended or earlier terminated, the term
"Expiration Date" with respect to such extended or earlier terminated Tender
Offer shall mean the time and date on which the Tender Offer, as so extended or
earlier terminated, shall expire. Subject to applicable law, the Company
expressly reserves the right in its sole discretion to:
o extend the period of time during which the Tender Offers shall remain
open at any time and from time to time by giving oral or written notice
of such extension to the Dealer Manager; and
o terminate, amend or withdraw either Tender Offer at any time.
Please note that the terms of any extension of, or amendment of the terms
of, the Tender Offers may vary from the terms of the original Tender Offers
depending on such factors as prevailing interest rates and the principal amount
of Notes previously tendered or otherwise purchased.
There can be no assurance that the Company will exercise its right to
extend, terminate or amend the Tender Offers. Any extension, termination or
amendment will be followed as promptly as
14
practicable by public announcement thereof. Such announcement will be made no
later than 9:30 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date. Without limiting the manner in which the
Company may choose to make such public announcement, the Company shall not have
any obligation to publish, advertise or otherwise communicate such public
announcement other than by issuing a press release to Business Wire.
CONDITIONS TO THE TENDER OFFERS
Refinancing Condition
Notwithstanding any other provision of this Offer to Purchase, the
Company's obligation to accept for purchase, and to pay the Tender Offer
Consideration, as applicable, for the Notes validly tendered pursuant to the
Tender Offers is in each case subject to, and conditioned upon, unless waived
the Refinancing Condition. If the foregoing condition is not satisfied, the
Company shall not be required to accept for payment, purchase or pay for, and
may delay the acceptance for payment of, any tendered Notes, in each event
subject to Rule 14e-l(c) under the Exchange Act, and may terminate the Tender
Offers. The Company expects that in such an event, it will return all tendered
Notes promptly following the Expiration Date.
General Conditions
Each of the 8 1/8% Senior Notes Tender Offer and the 9% Senior Notes Tender
Offer is independent of the other Tender Offer and neither Tender Offer is
conditioned upon the tender of an aggregate principal amount of Notes.
Notwithstanding any other provision of the Tender Offers and in addition to
(and not in limitation of) the Company's rights to terminate, to extend and/or
amend either Tender Offer in its sole discretion, the Company shall not be
required to accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered Notes, in each event subject to Rule
14e-1(c) under the Exchange Act, and may terminate the Tender Offers, if any of
the following (the "General Conditions") have occurred or have been waived:
(1) there shall have been instituted, threatened or be pending any
action, proceeding or investigation (whether formal or informal) (or there
shall have been any material adverse development to any action or
proceeding currently instituted, threatened or pending) before or by any
court, governmental, regulatory or administrative agency or
instrumentality, or by any other person, in connection with the Tender
Offers, that, in the sole judgment of the Company, either (a) is, or is
reasonably likely to be, materially adverse to the business, operations,
properties, condition (financial or otherwise), assets, liabilities or
prospects of the Company, or (b) would or might prohibit, prevent,
restrict or delay consummation of the Tender Offers;
(2) an order, statute, rule, regulation, executive order, stay, decree,
judgment or injunction shall have been proposed, enacted, entered, issued,
promulgated, enforced or deemed applicable by any court or governmental,
regulatory or administrative agency or instrumentality that, in the sole
judgment of the Company, either (a) would or might prohibit, prevent,
restrict or delay consummation of the Tender Offers or (b) is, or is
reasonably likely to be, materially adverse to the business, operations,
properties, condition (financial or otherwise), assets, liabilities or
prospects of the Company or its affiliates;
(3) there shall have occurred or be likely to occur any event affecting
the business or financial affairs of the Company and its subsidiaries
that, in the sole judgment of the Company, would or might prohibit,
prevent, restrict or delay consummation of the Tender Offers;
(4) the Trustee shall have objected in any respect to or taken action
that could, in the sole judgment of the Company, adversely affect the
consummation of the Tender Offers or shall have taken any action that
challenges the validity or effectiveness of the procedures used by the
Company in the making of the Tender Offers or the acceptance of, or
payment for, the Notes; or
(5) there has occurred (a) any general suspension of, or limitation on
prices for, trading in securities in the United States securities or
financial markets, (b) any significant adverse change in
15
the price of the Notes in the United States or other major securities or
financial markets, (c) a material impairment in the trading market for debt
securities, (d) a declaration of a banking moratorium or any suspension of
payments in respect to banks in the United States or other major financial
markets, (e) any limitation (whether or not mandatory) by any government or
governmental, administrative or regulatory authority or agency, domestic or
foreign, or other event that, in the reasonable judgment of the Company,
might affect the extension of credit by banks or other lending
institutions, (f) a commencement of a war, armed hostilities, terrorist
acts or other national or international calamity directly or indirectly
involving the United States or (g) in the case of any of the foregoing
existing on the date hereof, a material acceleration or worsening thereof.
The foregoing conditions are for the sole benefit of the Company and may
be asserted by the Company regardless of the circumstances giving rise to any
such condition (including any action or inaction by the Company) and may be
waived by the Company, in whole or in part, at any time and from time to time,
in the sole discretion of the Company. All conditions to the Tender Offers
must, if the Notes are to be accepted for payment promptly after the
satisfaction of the Refinancing Condition or the Expiration Date, as
applicable, be either satisfied or waived by the Company prior to the
satisfaction of the Refinancing Condition or the expiration of the Tender
Offers on the Expiration Date, as applicable. The failure by the Company at any
time to exercise any of the foregoing rights will not be deemed a waiver of any
other right and each right will be deemed an ongoing right which may be
asserted at any time and from time to time.
MARKET FOR NOTES
The Notes are not listed on any national or regional securities exchange
or reported on a national quotation system. To the extent that the Notes are
traded, prices of the Notes may fluctuate greatly depending on the trading
volume and the balance between buy and sell orders. Quotations for Notes may
differ from actual trading prices and should be viewed as approximations.
Noteholders are urged to obtain current information with respect to the market
prices for the Notes.
16
THE REFINANCING TRANSACTIONS
THE NEW DEBT ISSUANCE
In connection with the Tender Offers, the Company currently intends to
issue new senior unsecured debt in the New Debt Issuance, which the Company
expects will be in an aggregate principal amount of approximately $400.0
million. The Company expects to consummate the New Debt Issuance prior to or on
the Settlement Date. A portion of the net proceeds received by the Company from
the New Debt Issuance together with borrowings under the New Credit Facility
will be used by the Company to (i) purchase those Notes validly tendered and
not withdrawn in the Tender Offers and to purchase those 12% Senior Secured
Notes due 2005 tendered and accepted in the 12% Senior Secured Notes Offer to
Purchase, (ii) redeem any such notes remaining outstanding following the
respective offers to purchase, (iii) repay amounts outstanding under the
Company's existing credit facility, and (iv) pay fees and expenses incurred in
connection therewith, as well as in connection with the debt-for-equity
exchange transactions completed in March 2004.
THE NEW CREDIT FACILITY
In connection with the Tender Offers, the Company currently intends to
enter into the New Credit Facility which will amend and restate its existing
credit facility. The Company currently expects the New Credit Facility to be
for an aggregate of approximately $680.0 million, of which approximately $530.0
million is currently expected to be a term loan facility, with the remainder
being a multi-currency revolving credit facility. It is expected that, the New
Credit Facility will be secured on a first-priority basis and will contain
customary covenants. It is expected that borrowings under the new credit
agreement, as they are under the existing credit agreement, will be guaranteed
by Revlon, Inc., and, subject to certain limited exceptions, each of the
Company's domestic subsidiaries. The New Credit Facility is expected to be
executed prior to or on the Settlement Date. A portion of the amounts borrowed
under the New Credit Facility will be used by the Company to (i) purchase those
Notes validly tendered and not withdrawn in the Tender Offers and to purchase
those 12% Senior Secured Notes tendered and accepted in the 12% Senior Secured
Notes Offer to Purchase, (ii) redeem any such notes remaining outstanding
following the respective offers to purchase, (iii) repay amounts outstanding
under the Company's existing credit facility, and (iv) pay fees and expenses
incurred in connection therewith, as well as in connection with the
debt-for-equity exchange transactions completed in March 2004.
OFFER TO PURCHASE THE 12% SENIOR SECURED NOTES DUE 2005
Simultaneously with the launch of these Tender Offers, the Company
commenced an offer to purchase any and all of its outstanding 12% Senior
Secured Notes due 2005 ($363,000,000 aggregate principal amount outstanding)
(the "12% Senior Secured Notes Offer to Purchase"). The consideration offered
by us in the 12% Senior Secured Notes Offer to Purchase will be calculated on
the third business day before the tender offer expires using a yield equal to a
fixed spread (75 basis points) plus the yield to maturity of a U.S. Treasury
bond with a maturity date that is close to the maturity date of the 12% Senior
Secured Notes (1.875% U.S. Treasury note due November 30, 2005). The
consideration includes an amount equal to 2.0% of the principal amount of each
12% Senior Secured Note tendered (the "consent payment"). Noteholders who
tender their 12% Senior Secured Notes in the 12% Senior Secured Notes Offer to
Purchase prior to 5:00 p.m., New York City time, on April 29, 2004, unless
extended, will receive the total consideration (which includes the consent
payment). Those noteholders who validly tender their 12% Senior Secured Notes
in the 12% Senior Secured Notes Offer to Purchase after 5:00 p.m., New York
City time, on April 29, 2004, but before the expiration of the 12% Senior
Secured Notes Offer to Purchase, which is 3:00 p.m. on May 14, 2004, will
receive the tender offer consideration (which does not include the consent
payment). Noteholders will also receive accrued and unpaid interest from the
last interest payment date to, but not including, the settlement date for the
12% Senior Secured Notes Offer to Purchase. The 12% Senior Secured Notes Offer
to Purchase is expected to expire simultaneously with the Tender Offers.
Following the consummation of the 12% Senior Secured Notes Offer to Purchase,
the Company
17
intends, but is not obligated, to redeem those 12% Senior Secured Notes not
tendered in the 12% Senior Secured Notes Offer to Purchase. If called for
redemption, the 12% Senior Secured Notes will be called at the redemption price
under the indenture governing the 12% Senior Secured Notes.
18
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material United States federal income
tax consequences of the Tender Offers to Noteholders. This summary is based
upon existing United States federal income tax law, which is subject to change,
possibly with retroactive effect. This summary does not discuss all aspects of
United States federal income taxation which may be important to particular
investors in light of their individual investment circumstances, such as Notes
held by investors subject to special tax rules (e.g., financial institutions,
insurance companies, broker-dealers, partnerships and their partners, and
tax-exempt organizations (including private foundations)) or to persons that
hold the Notes as part of a straddle, hedge, conversion, constructive sale, or
other integrated security transaction for United States federal income tax
purposes, all of whom may be subject to tax rules that differ significantly
from those summarized below. In addition, this summary does not discuss any (i)
United States federal income tax consequences to a Non-United States Holder
that (A) is engaged in the conduct of a United States trade or business, (B) is
a nonresident alien individual and such holder is present in the United States
for 183 or more days during the taxable year, or (C) is a corporation which
operates through a United States branch, and (ii) foreign, state, or local tax
considerations. This summary assumes that a Noteholder has held his notes as
"capital assets" (generally, property held for investment) under the Internal
Revenue Code of 1986, as amended (the "Code"). Each Noteholder is urged to
consult his tax advisor regarding the United States federal, state, local, and
foreign income and other tax considerations of the Tender Offers.
For purposes of this summary, a "United States Holder" is a beneficial
owner of a Note that is, for United States federal income tax purposes, (i) an
individual who is a citizen or resident of the United States, (ii) a
corporation, partnership, or other entity created in, or organized under the
law of, the United States or any State or political subdivision thereof, (iii)
an estate the income of which is includible in gross income for United States
federal income tax purposes regardless of its source, or (iv) a trust (A) the
administration of which is subject to the primary supervision of a United
States court and which has one or more United States persons who have the
authority to control all substantial decisions of the trust or (B) that was in
existence on August 20, 1996, was treated as a United States person on the
previous day, and elected to continue to be so treated. A beneficial owner of a
Note that is not a United States Holder is referred to herein as a "Non-United
States Holder."
CONSEQUENCES TO TENDERING UNITED STATES HOLDERS
Sale of Notes. Your receipt of cash in exchange for Notes will be a
taxable transaction for United States federal income tax purposes. Accordingly,
you will recognize gain or loss in an amount equal to the difference between
(i) the amount of cash received (other than amounts attributable to accrued but
unpaid stated interest, which will be subject to tax as ordinary income and
(ii) your adjusted tax basis in the Notes. Subject to the market discount rules
discussed below, such gain or loss will be capital gain or loss and will be
long term if the Notes have been held for more than one year. A claim for a
deduction in respect of a capital loss may be subject to limitations.
Market Discount. A Note has "market discount" if its principal amount
exceeded its tax basis at the time of your acquisition of the Note, unless a
statutorily defined de minimis exception applied. Gain recognized by you with
respect to a Note that was acquired with market discount will generally be
subject to tax as ordinary income to the extent of the market discount accrued
during your period of ownership. This rule will not apply if you had previously
elected for United States federal income tax purposes to include accrued market
discount in income during the period that you held the Note.
CONSEQUENCES TO TENDERING NON-UNITED STATES HOLDERS
Any gain realized by a Non-United States Holder participating in the
Tender Offers generally will not be subject to United States federal income
tax.
Amounts received pursuant to this offer attributable to accrued but unpaid
interest on a Note by a Non-United States Holder generally will not be subject
to United States federal income tax, provided that (i) the holder does not
actually or constructively own 10% or more of the total
19
combined voting power of all classes of stock of the Company that are entitled
to vote or (ii) the Non-United States Holder is not (A) a controlled foreign
corporation that is related to the Company through stock ownership or (B) a
bank receiving interest on a loan entered into in the ordinary course of
business.
CONSEQUENCES TO NON-TENDERING HOLDERS
If you do not tender your Notes in this Tender Offers, you should not
recognize any gain or loss for United States federal income tax purposes. Your
adjusted tax basis and holding period in the Notes will not be affected by
these Tender Offers.
INFORMATION REPORTING AND BACKUP WITHHOLDING
A United States Holder may be subject to information reporting and backup
withholding at the applicable rate on payments of the Tender Offer
Consideration on the Notes, unless the United States holder (i) provides its
taxpayer identification number ("TIN") and certifies, under penalties of
perjury, that the TIN it has provided is correct and that it (x) is exempt from
backup withholding, (y) has not been notified by the IRS that it is subject to
backup withholding, or (z) has been notified by the IRS that it is no longer
subject to backup withholding, or (ii) otherwise establishes an exemption. Each
United States Holder is asked to provide its TIN and the certifications
described in the previous sentence by completing the Form W-9 or Substitute
Form W-9 that is included in the Letter of Transmittal.
A Non-United States Holder may be subject to information reporting and
backup withholding at the applicable rate on payments of the Tender Offer
Consideration on the Notes, unless the Non-United States Holder (i) certifies
its exempt status by providing a properly executed Form W-8BEN or (ii)
otherwise establishes an exemption.
DEALER MANAGERS, INFORMATION AGENT AND THE DEPOSITARY
The Company has retained Citigroup Global Markets Inc. to act on behalf of
the Company as Dealer Manager in connection with the Offers. In connection with
acting in such capacity, the Company has agreed to reimburse the Dealer Manager
for its reasonable out-of-pocket expenses incurred in connection with the
Tender Offers, including reasonable fees and disbursements of counsel, and to
indemnify the Dealer Manager against certain liabilities arising in connection
with the Tender Offers, including liabilities under the federal securities
laws.
The Dealer Manager, in the ordinary course of its business, makes markets
in debt securities of the Company, including the Notes, for its own accounts
and for the accounts of its customers. As a result, from time to time, the
Dealer Manager may own certain of the Company's debt securities, including the
Notes.
The Company has retained D.F. King & Co., Inc. to act as Information Agent
in connection with the Tender Offers. The Information Agent will assist
Noteholders who request assistance in connection with the Tender Offers, and
may request brokers, dealers and other nominee Noteholders to forward materials
relating to the Tender Offers to beneficial owners. The Company has agreed to
pay the Information Agent a customary fee for such service. The Company has
also agreed to reimburse the Information Agent for its reasonable out-of-pocket
expenses and to indemnify the Information Agent against certain liabilities in
connection with the Tender Offers, including liabilities arising under the
federal securities laws.
U.S. Bank National Association has been appointed as Depositary for the
Tender Offers. Letters of Transmittal and all correspondence in connection with
the Tender Offers should be sent or delivered by each Noteholder or a
beneficial owner's broker, dealer, commercial bank, trust company or other
nominee to the Depositary at the address and telephone number set forth on the
back cover page of this Offer to Purchase. Any Noteholder or beneficial owner
that has questions concerning tender procedures should contact the Depositary
at the address and telephone number set forth on the back cover of this Offer
to Purchase.
20
OTHER MATTERS
The Tender Offers are not being made to (nor will tenders of Notes be
accepted from or on behalf of) Noteholders of Notes in any jurisdiction in
which the making or acceptance of the Tender Offers would not be in compliance
with the laws of such jurisdiction. If the Company becomes aware of any
jurisdiction in which the making of the Tender Offers or the tender of Notes
would not be in compliance with applicable law, the Company may or may not, in
its sole discretion, make an effort to comply with any such law. If, after such
effort, if any, the Company cannot comply with any such law, the Tender Offers
will not be made to the Noteholder residing in such jurisdiction.
21
To obtain additional copies of the Offer to Purchase and the accompanying
Letter of Transmittal, please contact the Information Agent.
The Information Agent for the Tender Offers is:
D.F. KING & CO., INC.
48 Wall Street
22nd Floor
New York, New York 10005
Banks and Brokerage firms, please call collect at: (212) 269-5550
Toll-free (800) 949-2583
The Depositary for the Tender Offers is:
U.S. BANK NATIONAL ASSOCIATION
By Regular or Certified Mail and
By Hand or Overnight Courier:
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
Attention: Specialized Finance Department
By Facsimile:
(For Eligible Institutions Only)
(651) 495-8158
Confirmation:
(800) 934-6802
Any questions about the Tender Offers or procedures for accepting the Tender
Offers may be directed to the Dealer Manager.
The Dealer Manager for the Tender Offers is:
CITIGROUP GLOBAL MARKETS INC.
Liability Management Group
390 Greenwich Street, 4th Floor
New York, New York 10013
(212) 723-6106 (collect)
(800) 558-3745 (toll-free)