Item 7.01 Regulation FD Disclosure.
Revlon, Inc.'s wholly-owned operating subsidiary, Revlon Consumer Products
Corporation ("RCPC"), is seeking an amendment to its Term Loan Agreement (as
amended, the "Term Loan Agreement") that would reduce the interest rates
applicable to the $675 million tranche of term loans under the Term Loan
The consummation of the proposed amendment to the Term Loan Agreement is subject
to customary closing conditions, including the receipt of consents from the
appropriate lenders. There can be no assurances that the amendment will be
The Term Loan Agreement and its Incremental Amendment were filed as Exhibits 4.1
and 4.2, respectively, to RCPC's Current Report on Form 8-K filed with the SEC
on August 19, 2013.
Statements made in this Form 8-K, which are not historical facts, including
statements about the plans of Revlon, Inc.
and RCPC (together, the "Company")
and their strategies, focus, beliefs and expectations, are forward-looking.
Forward-looking statements speak only as of the date they are made and, except
for the Company's ongoing obligations under the U.S. federal securities laws,
the Company undertakes no obligation to publicly update any forward-looking
statement, whether to reflect actual results of operations; changes in financial
condition; changes in general U.S. or international economic, industry or
cosmetics category conditions; changes in estimates, expectations or
assumptions; or other circumstances, conditions, developments or events arising
after the filing of this Form 8-K. Such
forward-looking statements include,
without limitation, the Company's beliefs, expectations, focus and/or plans
regarding future events, including the Company's plans to secure the proposed
amendment to RCPC's Term Loan Agreement that would reduce the interest rates
applicable to the $675 million
tranche of term loans under the Term Loan
Agreement, as well as the terms and conditions of such proposed amendment.
Actual results may differ materially from such forward-looking statements for a
number of reasons, including those set forth in the Company's filings with the
, including the Company's Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K filed with the SEC
during 2012 and
2013 (which may be viewed on the SEC's
website at http://www.sec.gov
website at http://www.revloninc.com
), as well as reasons
including difficulties, delays, unexpected costs or the inability of RCPC to
consummate, in whole or in part, the proposed amendment to the Term Loan
Agreement and/or less than expected benefits from such amendment, such as less
than expected reductions in the interest rates applicable to the $675 million
tranche of term loans under the Term Loan Agreement. Factors other than those
referred to above could also cause the Company's results to differ materially
from expected results. Additionally, the business and financial materials and
any other statement or disclosure on, or made available through, the Company's
websites or other websites referenced herein shall not be incorporated by
reference into this Form 8-K.