Summary of REVLON INC /DE/

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securitie

Item 1.01. Entry into a Material Definitive Agreement.
On August 10, 2009, Revlon, Inc. ("Revlon" or the "Company") issued a press release ("Press Release") announcing that it had commenced an exchange offer (the "Exchange Offer") in which each issued and outstanding share of Revlon Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), may be exchanged on a one-for-one basis for a newly-issued series of Revlon Series A Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock").
Each share of Series A Preferred Stock will have a liquidation preference of $3.71, will be entitled to receive a 12.75% annual dividend payable quarterly in cash and will be mandatorily redeemed after four years. If Revlon engages in one of certain specified change of control transactions within two years of consummation of the Exchange Offer, the holders of the Series A Preferred Stock will have the right to receive a special dividend, capped at an amount that would provide aggregate cash payments of up to $12.00 per share including the liquidation preference and any dividends paid and payable in respect of the Series A Preferred Stock. If Revlon does not engage in such a change of control transaction within two years of consummation of the Exchange Offer, the holders of the Series A Preferred Stock will have the right to receive a special dividend of $1.50 per share out of funds lawfully available therefor. In addition, prior to the second anniversary of the issuance of the Series A Preferred Stock, each preferred stockholder will have a one-time opportunity, exercisable not earlier than six weeks nor later than two weeks prior to the second anniversary of the issuance of the Series A Preferred Stock, to convert his or her shares of Series A Preferred Stock into a new series of preferred stock (the "Series B Preferred Stock") in exchange for giving up the right to receive the $1.50 per share special cash dividend; the effect of this conversion would be to extend from the second anniversary of the issuance of the Series A Preferred Stock until the third anniversary of such issuance the preferred stockholder's right to receive the change of control payment described above (but during such third year capped at $12.50 per share instead of $12.00 per share (in each case, including the liquidation preference and any dividends paid and payable in respect of the Series A Preferred Stock and the Series B Preferred Stock)). The terms of the Series B Preferred Stock will in all other respects be the same as those of the Series A Preferred Stock. Each share of Series A Preferred Stock will have the same voting rights as a share of Class A Common Stock, except with respect to certain mergers. The terms of the Series A Preferred Stock are set forth in a Certificate of Designations of Series A Preferred Stock that has been filed with the Secretary of State of the State of Delaware and is attached to this Current Report on Form 8-K as Exhibit 3.1. There can be no assurance that the Exchange Offer will be consummated. Consummation of the Exchange Offer is subject to among other things, the non-waivable condition that at least a majority of the Class A Common Stock not beneficially owned by MacAndrews & Forbes Holdings Inc. ("MacAndrews & Forbes") and its affiliates are tendered and not withdrawn in the Exchange Offer. MacAndrews & Forbes has agreed not to tender any shares of Class A Common Stock beneficially owned by it in the Exchange Offer, as it is participating in the transactions via the Loan Amendment, Loan Contribution and Class

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A Common Stock Issuance described below. The Exchange Offer was authorized by all of the independent members of Revlon's Board of Directors.
Upon the successful completion of the Exchange Offer, pursuant to Amendment No. 2 to the Senior Subordinated Term Loan Agreement between Revlon Consumer Products Corporation, Revlon's wholly owned operating subsidiary ("RCPC"), and MacAndrews & Forbes (the "Loan Amendment"), the terms of such loan would be amended to extend the maturity date of such loan from August 1, 2010 to four years after the consummation of the Exchange Offer and change its interest rate from 11% to 12.75% per annum.
Contribution and Stockholder Agreement
Pursuant to a Contribution and Stockholder Agreement, Revlon and MacAndrews & Forbes have agreed, among other things, that they will undertake the following actions for four years after the closing:
• For each share of Class A Common Stock exchanged in the Exchange Offer, MacAndrews & Forbes will contribute to Revlon $3.71 of the aggregate outstanding principal amount of RCPC's Senior Subordinated Term Loan currently owed to MacAndrews & Forbes, up to a maximum contribution of $75 million of the principal amount outstanding under such loan (the "Loan Contribution"). Any outstanding principal amount of the MacAndrews & Forbes Senior Subordinated Term Loan which is not contributed to Revlon in the Loan Contribution would remain outstanding on Revlon's consolidated balance sheet. Revlon would issue to MacAndrews & Forbes one share of Class A Common Stock for each share of Class A Common Stock tendered for exchange, and not withdrawn, in the Exchange Offer (the "Class A Common Stock Issuance").

• Unless a short-form merger is consummated in accordance with the Contribution and Stockholder Agreement, Revlon will use its reasonable best efforts to maintain the Class A Common Stock's existing New York Stock Exchange (the "NYSE") listing. If Revlon's Class A Common Stock is de-listed from the NYSE, Revlon will use its reasonable best efforts to list its shares of Class A Common Stock on another national securities exchange. If Revlon is unable to do so, it will use its reasonable best efforts to cause a market to be made for the Class A Common Stock; provided, however, that such agreement will not prevent MacAndrews & Forbes or the Company from acquiring shares of Class A Common Stock or engaging in any other transaction permitted by the Contribution and Stockholder Agreement.

• During any period in which the Company is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act as amended, the Company will file or furnish, as appropriate, with the SEC on a voluntary basis all periodic and other reports that are required of a company that is subject to such reporting requirements.

• The Company will maintain a majority of independent directors on its Board of Directors, each of whom meets the "independence" criteria as set forth in
Section 303A.02 of the NYSE Listed Company Manual.

• The Company agrees that, except for permissible short-form mergers described below, it will not engage in any transaction with any affiliate, other than the Company's subsidiaries, or with any legal or beneficial owner of 10% or more of the voting power of the Company's stock, or any affiliate of such an owner, unless (i) with respect to a transaction or series of related transactions, other than the purchase or sale of inventory in the ordinary course of business, involving aggregate payments or other consideration in excess of $5 million, such transaction or series of related transactions has been approved by all of the independent directors of the Company and
(ii) with respect to a transaction or series of related transactions, other than the purchase or sale of inventory in the ordinary course of business, involving aggregate payments or other consideration in excess of $20 million, such transaction or series of related transactions has been determined, in the written opinion of a nationally recognized investment banking firm, to be fair, from a financial point of view, to the Company. These restrictions do not apply to transactions contemplated by the Exchange Offer or entered into prior to the consummation of the Exchange Offer through other agreements or arrangements; those described in or pursuant to any agreement or arrangement described in the Company's proxy statement or other periodic public filings with the SEC on or prior to the consummation of the Exchange Offer; and those specifically permitted by Section 4.08 of the indenture governing the 91/2 % Senior Notes, as supplemented, amended or otherwise modified from time to time. The restrictions also do not apply to
(1) a merger of equals or similar transaction or (2) a change of control of the Company or similar transaction with a third party that is not an affiliate of the Company or MacAndrews & Forbes.

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• If MacAndrews & Forbes is eligible upon the consummation of the Exchange Offer to consummate a short-form merger in accordance with Section 253 of the Delaware General Corporation Law (the "DGCL,") then (i) MacAndrews & Forbes or one of its subsidiaries will as soon as reasonably practicable seek to consummate, or cause to be consummated, a short-form merger in accordance with Section 253 of the DGCL pursuant to which the holders of Class A Common Stock (other than MacAndrews & Forbes or its affiliates) will . . .

Item 3.02. Unregistered Sales of Equity Securities.
The shares of Revlon's Series A Preferred Stock to be issued in the Exchange Offer and the shares of Revlon's Class A Common Stock to be issued to MacAndrews & Forbes pursuant to the Contribution and Stockholder Agreement, in each case as referred to in Item 1.01 above, will be issued in transactions that are not registered under the Securities Act of 1933, as amended (the "Securities Act"). The shares of Revlon's Series A Preferred Stock to be issued in the Exchange Offer are being issued pursuant to an exemption under Section 3(a)(9) of the Securities Act.
The shares of Revlon's Class A Common Stock to be issued to MacAndrews & Forbes will be issued to an accredited investor in reliance on exemptions from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, and in reliance on MacAndrews & Forbes representations in the Contribution and Stockholder Agreement that, among other things, MacAndrews & Forbes is an "accredited investor" within the meaning of Rule 501 of Regulation D. Appropriate restrictive legends will be affixed to any certificates representing shares of Revlon's Class A Common Stock issued to MacAndrews & Forbes pursuant to the Contribution and Stockholder Agreement. The information set forth in Item 1.01(a) above, as well as in the Press Release and the Offering Documents referring to the issuance of shares of the Series A Preferred Stock in the Exchange Offer and the issuance of shares of Revlon Class A Common Stock to MacAndrews & Forbes pursuant to the Contribution and Stockholder Agreement is incorporated by reference into this Item 3.02. Item 3.03 Material Modification to Rights of Security Holders.
The Revlon Series A Preferred Stock to be issued in the Exchange Offer, as well as any shares of Series B Preferred Stock that may be authorized and issued in the future, will rank senior to Revlon's Class A Common Stock and Class B Common Stock, par value $0.01 per share with respect to dividends, distributions and distributions upon any liquidation, winding up or dissolution of Revlon. The description of the Series A Preferred Stock and Series B Preferred Stock set forth in Item 1.01(a) above, as well as in the Press Release and the Offering Documents (including, without limitation, the section of the Schedule TO entitled "Material Differences between Class A Common Stock and Series A Preferred Stock") is incorporated by reference into this Item 3.03. The Certificate of Designation of Series A Preferred Stock of Revlon is attached hereto as Exhibit 3.1 and its terms are incorporated by reference into this Item 3.03.

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