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Pending Revlon Merger
12 Months Ended
Jun. 30, 2016
Pending Revlon Merger [Abstract]  
Pending Revlon Merger

NOTE 3. Pending Revlon Merger

     On June 16, 2016, the Company announced that it entered into an agreement and plan of merger (referred to as the "Merger Agreement") with Revlon, Inc., Revlon Consumer Products Corporation, a wholly-owned subsidiary of Revlon, Inc. (referred to as "RCPC", and together with Revlon, Inc., "Revlon") and RR Transaction Corp., a Florida corporation and a wholly owned direct subsidiary of Revlon Consumer Products Corporation (referred to as the "Revlon Sub"). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of certain conditions as described below, the Revlon Sub will merge with and into the Company. As a result of the Revlon Merger, the Revlon Sub will cease to exist and the Company will survive as a wholly-owned subsidiary of RCPC. This pending transaction is referred to as the "Revlon Merger."

     Under the terms of the Merger Agreement, Revlon will acquire all of the outstanding shares of the Company's Common Stock for $14.00 per share in cash (the "Merger Consideration"). Upon the closing of the Revlon Merger (i) each option to purchase shares of Common Stock (each, a "Company Option") that is outstanding and unexercised (whether vested or unvested) immediately prior to the closing will be canceled and exchanged for the right to receive a cash payment equal to the product of (x) the number of shares of Common Stock subject to such Company Option and (y) the excess, if any, of the Merger Consideration over the exercise price per share of Common Stock subject to such Company Option, and (ii) each restricted share unit award under any of the Company's stock plans that is outstanding immediately prior to the closing will become fully vested and be converted into the right to receive an amount in cash equal to the Merger Consideration, in each case, less any required withholding taxes and without interest. In addition, pursuant to a Preferred Stock Repurchase and Warrant Cancellation Agreement entered into by the Company, Revlon, Revlon Sub and the Purchasers (as such term is defined in Note 13), upon the closing of the Revlon Merger, all of the Company's outstanding Series A Serial Preferred Stock, par value $0.01 per share (the "Preferred Stock"), will be redeemed (with funds to be provided to, or paid on behalf of us, by Revlon) for a cash purchase price equal to 110% of face value of the Preferred Stock (corresponding to $55.0 million, plus accrued and unpaid dividends) and all outstanding Warrants, (as such term is defined in Note 13), owned by the Purchasers will be canceled. In addition, the existing Shareholders Agreement between the Purchasers and the Company will terminate. See Note 13.

     Upon the closing of the Revlon Merger, all outstanding amounts due under the Company's Amended Credit Facility and the Second Lien Credit Agreement will become payable and the holders of the 7 3/8% Senior Notes will have the right to require the repurchase of the Senior Notes.

     The consummation of the Revlon Merger is subject to the satisfaction or waiver of specified closing conditions, including (i) the adoption and approval of the Merger Agreement by the holders of a majority of the Common Stock and the Preferred Stock entitled to vote thereon (voting together and voting as separate classes), (ii) the receipt of certain foreign antitrust approvals and the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of a material adverse effect with respect to the Company, (iv) the absence of a court or regulatory authority order prohibiting the closing of the Revlon Merger and (v) other customary closing conditions, including (x) the accuracy of the representations and warranties of the other party (subject to certain specified standards) and (y) the performance in all material respects by the other party of its obligations under the Merger Agreement. The Merger is not conditioned upon Revlon's receipt of financing. The Company currently expects the Merger to be completed by the end of 2016.

     During the fourth quarter of fiscal 2016, the Company recorded approximately $2.0 million in selling, general and administrative expenses for costs incurred related to the pending Revlon Merger.