MacAndrews & Forbes, Revlon's parent company, which is wholly-owned by Ronald O. Perelman, has agreed to purchase its pro rata share (or approximately 61%) of the $107 million of Class A common stock covered by the rights offering, which share MacAndrews & Forbes would otherwise have been entitled to subscribe for in the rights offering pursuant to its basic subscription privilege.
Although MacAndrews & Forbes would otherwise be entitled to an over-subscription privilege, it will agree not to exercise its over-subscription privilege, which will maximize the shares available for purchase by other stockholders pursuant to their over-subscription privileges.
In the event the rights offering is not fully subscribed after stockholders other than MacAndrews & Forbes exercise their basic and over-subscription privileges, MacAndrews & Forbes will have the right, but not the obligation, pursuant to a private placement agreement, to purchase additional shares of Class A common stock, at the rights offering subscription price.
This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities, nor shall there be any sale of securities mentioned in this press release in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The rights offering will be made only by means of a prospectus and a related prospectus supplement. When available, copies of the prospectus and prospectus supplement may be obtained from Revlon, Inc., 237 Park Avenue, New York, N.Y. 10017, (212) 527-4000, Attention: SVP, Investor Relations and Corporate Communications.
The shares to be sold to MacAndrews & Forbes will be sold in reliance on Rule 506 under the Securities Act of 1933, as amended. The proposed issuance of shares to MacAndrews & Forbes will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The rights offering would be conducted via an existing effective shelf registration statement and is expected to be consummated as early as in the fourth quarter of 2008, subject to market and other customary conditions. There can be no assurance that the transactions described in this press release will be launched or consummated. The Company would have the right, in its discretion, to terminate or extend the rights offering at any time.
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