Revlon to tender for 12% notes as part of refinancing

New York, June 21 - Revlon Inc. said its Revlon Consumer Products Corp. subsidiary plans to shortly begin a cash tender offer to purchase any and all of its $363 million principal amount of outstanding 12% senior secured notes due 2005 as part of a series of refinancing transactions. It did not give a specific date on which such a tender offer might begin or end.

Revlon Consumer Products plans to repurchase the notes at a price calculated using a yield to maturity of a reference security, the 1 7/8% U.S. Treasury note due Nov. 30, 2005, plus 75 basis points. As part of the planned tender offer, Revlon Consumer Products intends to solicit consents from holders of the 12% notes for certain proposed amendments that would eliminate substantially all of the restrictive covenants contained in the indenture governing the notes and release the guarantees of Revlon Consumer Products' obligations, and the collateral securing the obligations of the company and the guarantors.

The notes are to be refinanced using the proceeds of a new credit facility announced simultaneously with its intention of tendering for the notes. Revlon expects the new credit facilities to be executed concurrently with the consummation of the tender offer, which is expected to occur in mid- to late-July, and expects that a portion of the amounts borrowed will be used to buy notes validly tendered in the tender offer, to repay the existing credit facility, to pay fees and expenses, and for general corporate purposes.

Conditions of the tender offer and consent solicitation will include Revlon Consumer Products entering into the new credit facilities and obtaining the required consents in the consent solicitation. Consummation of the new credit facilities and related terms is also subject to negotiation and execution of definitive documents and various customary conditions. Revlon said it could give no assurance that any aspect of the refinancing will be consummated.

The tender offer is a part of the overall refinancing plan announced by Revlon, a New York-based cosmetics maker.

Revlon said that Revlon Consumer Products had signed an agreement with Citicorp USA Inc. and Citigroup Global Markets Inc. for a fully committed financing to refinance and extend to 2010 the maturities on the company's debt that matures in 2005. The refinancing transactions follow the consummation this past March of Revlon's successful exchange offers, which reduced debt and increased equity by more than $800 million.

It said that Revlon Consumer Products expects to enter into new credit facilities with Citigroup and a syndicate of lenders to refinance its existing credit facility, which has about $290 million of outstanding borrowings, refinance its $363 million of 12% notes, and cover $95 million of transactional fees and expenses, tender costs, and accrued interest. Revlon Consumer Products expects that the new credit facilities will total $910 million, comprised of a $750 million term loan and a $160 million asset-based multi-currency revolving credit facility.

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