Revlon also announced that Revlon Consumer Products Corporation ("RCPC" and, together with Revlon, the "Company"), Revlon's wholly-owned operating subsidiary, will use approximately $50 million of the proceeds of the rights offering
and related private placement to redeem approximately $50 million aggregate principal amount of its 8 5/8% Senior Subordinated Notes due 2008 (the "Notes"), at a redemption price of 100% of the principal amount of such Notes, plus accrued and unpaid interest up to, but not including, the redemption date.
However, pursuant to its existing backstop obligation, if any shares remain following the exercise of the basic subscription privilege and the over-subscription privilege by other rights holders, MacAndrews & Forbes will backstop $75 million of the rights offering
by purchasing, also in a private placement directly from Revlon, such number of remaining shares of Class A common stock offered but not purchased by other rights holders as is sufficient to ensure that the aggregate gross proceeds from (i) this rights offering
, (ii) MacAndrews & Forbes' purchase of the shares that it would otherwise have been entitled to subscribe for pursuant to its basic subscription privilege and (iii) if necessary, the backstop, total $75 million.
The rights offering
will be made only by means of a prospectus and a related prospectus supplement.
The Company will utilize the proceeds from the Rights Offering
and, if applicable, the Significant Equityholders' purchase of new preferred stock or common stock under the Amended Plan, to fund required payments under the Amended Plan, to pay the expenses of the rights offering
and to pay the balance of certain premiums (described below) that become due and payable on the Effective Date.
No prospectus related to the rights offering
has been, or will be, filed for registration with any authority outside of the United States.
Halsey will file a registration statement including a prospectus and other related documents concerning the proposed rights offering
with the SEC.
and Arklow Capital, LLC pursuant to which the investors have agreed to backstop the rights offering
by exercising any rights remaining unexercised at the close of the rights offering
and Tontine and Legg Mason have agreed to purchase at the rights offering
subscription price additional shares for $50.
A registration statement relating to the rights offering
has been filed with the Securities and Exchange Commission but has not yet become effective.
A copy of the preliminary prospectus relating to the rights offering
is available from Georgeson Shareholder Communications, Inc.
In addition, the holders of SkyTerra's Series A Preferred Stock have agreed to purchase, at the subscription price in the rights offering
, such number of shares of SkyTerra's non-voting common stock equal to the number of shares of common stock not subscribed for by other stockholders in the rights offering
, so as to ensure that the aggregate proceeds from the rights offering
are sufficient to redeem all of SkyTerra's outstanding Series A Preferred Stock at a redemption price equal to 100% of its liquidation preference (excluding accrued but unpaid dividends, which will be paid at the time of the redemption from existing cash on hand), of $119,900,700.
The cash proceeds from the rights offering
will be used to redeem the Series A Preferred Stock.
The Board also authorized a rights offering
to existing shareholders to be completed after the share dividend is effective.