Commission File Number
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Registrant; State of Incorporation;
Address and Telephone Number
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IRS Employer Identification No.
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Revlon Consumer Products Corporation
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None
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N/A
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N/A
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Emerging Growth Company
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Revlon, Inc.
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Yes ☐ No
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Revlon Consumer Products Corporation
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Yes ☐ No
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Nine Months Ended September 30,
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||||||||||||
2017
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2018
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2019
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||||||||||
Cash Flows used in Operating Activities
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$
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(274
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)
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$
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(297
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)
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$
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(167
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)
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|||
Cash Flows used in Investing Activities
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(69
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)
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(42
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)
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(20
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)
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||||||
Total
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$
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(344
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)
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$
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(339
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)
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$
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(187
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)
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Nine Months Ending September 30,
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2020E
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2021E
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Cash Interest:
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||||||||
Term Loans (1)
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$
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116
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$
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145
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||||
6.25% Senior Notes due 2024
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28
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27
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||||||
ABL Tranche A Loans and ABL FILO Term Loans (2)
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8
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10
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||||||
Total Cash Interest
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$
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153
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$
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182
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Cash Amortization
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9
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16
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||||||
Total Cash Interest and Amortization
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$
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162
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$
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198
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(1) |
Includes the RCPC Term Loan Facility, the 2020 BrandCo Term Loan Facility and the 2018 European ABL Facility (as defined below) bearing interest at a blended rate of
7.6% and 8.8% per annum in 2020E and 2021E, respectively.
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(2) |
2021E assumes that an average of $240.7 million aggregate principal amount is outstanding during the entire period presented, bearing interest at a rate of 5.5% per
annum.
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• |
Relinquishing certain rights of such Supporting BrandCo Lenders to “roll-up” loans held by such Supporting BrandCo Lenders under the RCPC Term Loan Agreement into New
BrandCo Second-Lien Term Loans (the “Roll-up Rights”);
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• |
Tendering any Existing Notes held by such Supporting BrandCo Lenders into the Exchange Offer and Consent Solicitation;
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• |
Consenting to amendments to the 2020 BrandCo Term Loan Facility to permit the exchange of Existing Notes for the New BrandCo Second-Lien Term Loans as contemplated by
the Offering Memorandum and the payment of the BrandCo Support and Consent Consideration (as defined below);
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• |
Consenting to other amendments to the 2020 BrandCo Term Loan Facility and the 2016 U.S. ABL Facility that will permit the Exchange Offer and Consent Solicitation to be
completed as contemplated by the Offering Memorandum; and
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• |
Supporting and cooperating with the Company to consummate the transactions contemplated by the BrandCo TSA and the Offering Memorandum, including the Exchange Offer and
Consent Solicitation.
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• |
$12.5 million aggregate principal amount of New BrandCo Second-Lien Term Loans as a fee to the Supporting BrandCo Lenders under the BrandCo TSA in connection with such
Supporting BrandCo Lenders’ relinquishment of their Roll-up Rights;
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• |
$10.0 million aggregate principal amount of New BrandCo Second-Lien Term Loans to one of the Supporting BrandCo Lenders in exchange for $18.7 million aggregate
principal amount of the Company’s 6.25% Senior Notes due 2024 held by such Supporting BrandCo Lender; and
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• |
to all lenders under the 2020 BrandCo Term Loan Facility (including the Supporting BrandCo Lenders), an amendment fee payable pro rata based on principal amount of
loans consenting, consisting of, at the Company’s option, either (x) an aggregate of $2.5 million of cash or (y) $5.0 million aggregate principal amount of New BrandCo Second-Lien Term Loans.
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• |
On an actual basis;
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On an as-adjusted basis to give effect to the following items (the “Subsequent Items”):
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(i) |
The refinancing of $36.2 million aggregate principal amount of term loans under the Term Credit Agreement, dated as of September 7, 2016 (and thereafter amended from
time to time), among the Company, Revlon, Inc., the lenders from time to time party thereto and Citibank, N.A. (or its successor), as administrative agent and collateral agent (the “2016 Term Loan Facility”) using proceeds of $36.2 million
aggregate principal amount of BrandCo Second-Lien Term Loans under the BrandCo Credit Agreement, dated as of May 7, 2020 (and thereafter amended from time to time), among the Company, Revlon, Inc., the lenders from time to time party thereto
and Jefferies Finance LLC, as administrative agent and as collateral agent (the “2020 BrandCo Term Loan Facility”);
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(ii) |
The repurchase of $42.4 million aggregate principal amount of Existing Notes for aggregate cash consideration of $13.8 million; and
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(iii) |
Cash usage and additional borrowings of ABL Tranche A Loans after June 30, 2020 that resulted in the September 18, 2020 approximate liquidity amounts disclosed under
the caption, “Preliminary Unaudited Financial Information of Revlon, Inc.—Preliminary Liquidity Information,” above.
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• |
On a further as-adjusted basis to give effect to the following transactions (collectively, the “Exchange Offer Adjustments”):
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(i) |
the completion of the Exchange Offer and Consent Solicitation, assuming that (1) 95% of the Existing Notes are tendered prior to the Early Tender Deadline and are
accepted by the Company and (2) holders of $100.0 million aggregate principal amount of Existing Notes elect to receive Cash Consideration, with the remainder electing to receive Mixed Consideration;
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(ii) |
the payment of the BrandCo Support and Consent Consideration (including the cancellation of the 2024 Notes (as defined below) received by the Company in connection
therewith), assuming that the Company elects to pay the consent fees under the 2020 BrandCo Term Loan Facility in the form of $5.0 million of New BrandCo Second-Lien Term Loans; and
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(iii) |
the payment of associated fees and expenses resulting from the transactions contemplated by the Exchange Offer and Consent Solicitation.
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As of June 30, 2020
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||||||||||||
Actual
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As Adjusted
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As Further Adjusted
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||||||||||
(in millions, except shares and par value)
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Cash and
cash equivalents (a)
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$
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338.5
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$
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271.0
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$
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164.5
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||||||
Indebtedness
(including current portion): (b)
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2016 U.S. ABL Facility (c)
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ABL Tranche A Loans
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$
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247.2
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$
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290.1
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$
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290.1
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||||||
ABL FILO Term Loans
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--
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--
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26.0
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|||||||||
2018 European ABL Facility (d)
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51.6
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51.6
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51.6
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2020 BrandCo Term Loan Facility (e)
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BrandCo First-Lien Term Loans
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837.6
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837.6
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837.6
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|||||||||
BrandCo Second-Lien Term Loans
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742.1
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778.3
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830.8
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|||||||||
BrandCo Third-Lien Term Loans
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2.8
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2.8
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2.8
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|||||||||
2016 Term Loan Facility (f)
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911.8
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875.6
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875.6
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Existing Notes
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387.2
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344.8
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17.3
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6.25% Senior Notes due 2024 (g)
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443.5
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443.5
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424.8
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Amended 2019 Senior Line of Credit Facility (h)
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--
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--
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--
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Other
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0.3
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0.3
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0.3
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|||||||||
Total indebtedness
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$
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3,624.1
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$
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3,624.6
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$
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3,356.9
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||||||
Stockholders’ Deficiency:
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||||||||||||
Preferred Stock, par value $1.00 per share, 546 shares issued and outstanding
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$
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54.6
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$
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54.6
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$
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54.6
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||||||
Common Stock, par value $1.00 per share, 5,260 shares issued and outstanding
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--
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--
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--
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|||||||||
Additional paid-in capital
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1,000.0
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1,000.0
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1,000.0
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|||||||||
Retained deficit
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(2,230.5
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)
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(2,201.9
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)
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(2,038.5
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)
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||||||
Accumulated other comprehensive loss
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(235.8
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)
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(235.8
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)
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(235.8
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)
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Total stockholders’ deficiency
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$
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(1,411.7
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)
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$
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(1,383.1
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)
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$
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(1,219.7
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)
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|||
Total capitalization
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$
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2,212.4
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$
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2,241.5
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$
|
2,137.2
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(a) |
As of September 18, 2020, Revlon, Inc. and the Company’s cash and cash equivalents were approximately $271 million. Cash and cash equivalents presented on an as
adjusted basis reflects cash usage and additional borrowings under the 2016 U.S. ABL Facility that resulted in Revlon, Inc. and the Company’s cash and cash equivalents balance as of September 18, 2020. For more information about Revlon, Inc.
and the Company’s liquidity see “Preliminary Unaudited Financial Information of Revlon, Inc.—Preliminary Liquidity Information,” above.
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(b) |
Amounts of indebtedness presented in this table represent the carrying value of such indebtedness, which is net of unamortized original issue discount and deferred
finance charges. Adjustments to such indebtedness reflect the changes in such carrying values and accordingly differ from the changes in principal amount.
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(c) |
The 2016 U.S. ABL Facility is a revolving loan facility that matures on the earlier of (x) September 7, 2021; and (y) the 91st day prior to the maturity of the Existing
Notes if, on that date (and solely for so long as), (i) any of the Existing Notes remain outstanding and (ii) the Company’s available liquidity does not exceed the aggregate principal amount of its then outstanding Existing Notes by at least
$200 million. As of June 30, 2020 on an actual basis, $249.5 million aggregate principal amount of ABL Tranche A Loans were outstanding under the 2016 U.S. ABL Facility, which bore interest at a weighted average rate of 4.3% per annum, and
the 2016 U.S. ABL Facility had a maximum committed amount of $400.0 million and a borrowing base of $307.9 million, resulting in $50.7 million available for borrowing, giving effect to $7.7 million of outstanding letters of credit. As of
June 30, 2020 on an as adjusted basis, approximately $292 million aggregate principal amount of ABL Tranche A Loans were outstanding under the 2016 U.S. ABL Facility, which bore interest at a weighted average rate of 4.3% per annum, and the
2016 U.S. ABL Facility had a maximum committed amount of $400.0 million and a borrowing base of approximately $346 million, resulting in approximately $53 million available for borrowing, giving effect to approximately $1 million of
outstanding letters of credit. As of June 30, 2020 on an as further adjusted basis, approximately $325.0 million aggregate principal amount of loans were outstanding under the 2016 U.S. ABL Facility, consisting of (a) approximately $292
million aggregate principal amount of ABL Tranche A Loans, which bore interest at a weighted average rate of 4.3% per annum and (b) approximately $33.0 million aggregate principal amount of ABL FILO Term Loans to be provided in the Exchange
Offer, with the same maximum committed amount, borrowing base, available borrowings and outstanding letters of credit as on an actual basis.
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(d) |
The 2018 European ABL Facility is a Euro-denominated term loan facility that matures on July 9, 2021. As of June 30, 2020 on an actual basis, an as adjusted and an as
further adjusted basis, $54.5 million aggregate principal amount of loans were outstanding under the 2018 European ABL Facility, which bore interest at a rate of 7.5% per annum, with a borrowing base of $54.5 million. A conversion rate of
$1.1234 per Euro were used to convert the aforementioned amounts to U.S. dollars.
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(e) |
The 2020 BrandCo Term Loan Facility matures on June 30, 2025, subject to a springing maturity 91 days prior to the maturity date of the Company’s 6.25% Senior Notes due
August 2024 (the “2024 Notes”) if, on such date, $100 million or more in aggregate principal amount of the 2024 Senior Notes remain outstanding. As of June 30, 2020, on an actual basis, the loans outstanding under the 2020 BrandCo Term Loan
Facility consisted of $910.6 million aggregate principal amount of BrandCo First-Lien Term Loans (bearing interest at a rate of 14.0% per annum), $806.8 million aggregate principal amount of BrandCo Second-Lien Term Loans (bearing interest at
a rate of 4.25% per annum) and $3.0 million aggregate principal amount of BrandCo Third-Lien Term Loans (bearing interest at a rate of 4.25% per annum). As of June 30, 2020, on an as adjusted basis, the loans outstanding under the 2020
BrandCo Term Loan Facility consisted of $910.6 million aggregate principal amount of BrandCo First-Lien Term Loans (bearing interest at a rate of 14.0% per annum), $843.0 million aggregate principal amount of BrandCo Second-Lien Term Loans
(bearing interest at a rate of 4.25% per annum) and $3.0 million aggregate principal amount of BrandCo Third-Lien Term Loans (bearing interest at a rate of 4.25% per annum). As of June 30, 2020, on an as further adjusted basis, the loans
outstanding under the 2020 BrandCo Term Loan Facility consisted of $910.6 million aggregate principal amount of BrandCo First-Lien Term Loans (bearing interest at a rate of 14.0% per annum), $920.0 million aggregate principal amount of
BrandCo Second-Lien Term Loans (bearing interest at a rate of 4.25% per annum) (reflecting an additional $77.0 million of New BrandCo Second-Lien Term Loans incurred in connection with the Exchange Offer and the payment of the BrandCo Support
and Consent Consideration) and $3.0 million aggregate principal amount of BrandCo Third-Lien Term Loans (bearing interest at a rate of 4.25% per annum).
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(f) |
As of June 30, 2020, all loans under the 2016 Term Loan Facility are term loans maturing at the earlier of (x) September 7, 2023; and (y) the 91st day prior to the
maturity of the Existing Notes if, on that date (and solely for so long as), (i) any of the Existing Notes remain outstanding and (ii) the Company’s available liquidity does not exceed the aggregate principal amount of its then outstanding
Existing Notes by at least $200 million. As of June 30, 2020 on an actual basis, $924.8 million aggregate principal amount of loans were outstanding under the 2016 Term Loan Facility, bearing interest at a weighted average rate of 4.25% per
annum. As of June 30, 2020, on an as adjusted basis and on an as further adjusted basis, there was $888.6 million aggregate principal amount of loans outstanding under the 2016 Term Loan Facility.
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(g) |
The 6.25% Senior Notes due 2024 consist of $450.0 million aggregate principal amount of senior unsecured notes due August 1, 2024 on a historical and an as-adjusted
basis. As of June 30, 2020, on an as further adjusted basis, $431.3 million aggregate principal amount of 6.25% Senior Notes due 2024 would be outstanding.
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(h) |
The Company and M&F entered into the Restated Line of Credit Facility on September 28, 2020, which amends and restates the Amended 2019 Senior Line of Credit
Facility. Under the Restated Line of Credit Facility, M&F provides the Company with a $30.0 million senior unsecured line of credit, allowing the Company to request loans thereunder and to use the proceeds of such loans for working
capital and other general corporate purposes until the facility matures on December 31, 2020. Any loans outstanding under the Amended 2019 Senior Line of Credit Facility bear interest at an annual rate of 8%, which is payable quarterly in
arrears in cash. The Company is required to repay any outstanding loans under the Amended 2019 Senior Line of Credit Facility, together with accrued interest thereon, if for any reason the Company or any of its subsidiaries has available
unrestricted cash that the Company determines, in its reasonable judgment, is not required to run its operations in the ordinary course of business, provided that such repayment would not result in material adverse tax consequences. Under
certain circumstances, the unsecured line of credit will terminate, being replaced by a secured line of credit, as described under “Other Recent Developments—MacAndrews & Forbes Restated Line of Credit Facility,” above.
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REVLON, INC. | |
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By: |
/s/ Michael T. Sheehan |
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Michael T. Sheehan |
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Senior Vice President, Deputy General Counsel and Secretary |
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REVLON CONSUMER PRODUCTS CORPORATION | |
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By: |
/s/ Michael T. Sheehan |
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Michael T. Sheehan |
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Senior Vice President, Deputy General Counsel and Secretary |
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Date: September 29, 2020 |
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