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.
In addition, Revlon also announced that upon receipt of the proceeds from the rights offering and related private placement, RCPC will use the remainder of such proceeds to repay approximately $50 million of indebtedness outstanding under RCPC's $160 million revolving credit facility, without any permanent reduction in that commitment, after paying fees and expenses incurred in connection with the rights offering and related private placement.
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 materials, including a prospectus supplement and the subscription rights certificates, are being mailed on or about December 18, 2006 to stockholders of record as of the Record Date.
The rights offering will be made only by means of a prospectus and a related prospectus supplement.
The rights offering described in this press release is expected to be consummated in January 2007, subject to market and other customary conditions, at which time RCPC's existing $87.
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.
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
rights offering will be subject to shareholder approval of the proposed increase in the Company's authorized shares and completion of the share dividend.
The Partnership currently expects to mail a prospectus for the
rights offering to common unitholders shortly after today's April 6, 2006 record date for the
rights offering.
