Item 8.01. Other Events.
On November 13, 2009, Revlon Consumer Products Corporation, Revlon, Inc.'s wholly-owned operating subsidiary, priced its previously-reported offering of $330 million aggregate principal amount of senior secured notes due 2015, setting the interest rate on such notes at 93/4% (the "93/4% Senior Secured Notes").
The 93/4% Senior Secured Notes will be guaranteed by Revlon, Inc. and RCPC's domestic subsidiaries, which also currently guarantee RCPC's bank term loan agreement and bank revolver agreement, and such notes and related guarantees will be secured, subject to certain exceptions, by liens on the same collateral that currently secures RCPC's bank term loan agreement on a second priority basis and liens on the same collateral that currently secures RCPC's bank revolver agreement on a third-priority basis, subject to certain exceptions. The transaction is expected to close on November 23, 2009, subject to a number of customary closing conditions.
RCPC intends to use the net proceeds from the offering of the 93/4% Senior Secured Notes, together with other cash, to: (i) pay the total tender offer consideration in connection with RCPC's previously-reported cash tender offer to purchase any and all of the $340.5 million outstanding aggregate principal amount of its 91/2% Senior Notes due April 2011 (the "91/2% Senior Notes"); and
(ii) pay the applicable premium and accrued interest, along with related fees and expenses, on any 91/2% Senior Notes that may be subsequently redeemed by RCPC following the tender offer. The 93/4% Senior Secured Notes and the related guarantees will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States in compliance with Regulation S under the Securities Act. The 93/4% Senior Secured Notes and the related guarantees will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities mentioned in this Form 8-K 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.

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