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REV > SEC Filings for REV > Form 8-K on 20-Aug-2013All Recent SEC Filings

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Form 8-K for REVLON INC /DE/


20-Aug-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

As previously disclosed in its Form 8-K filed with the SEC on August 15, 2013, Revlon Consumer Products Corporation ("RCPC"), the wholly owned operating subsidiary of Revlon, Inc. (''Revlon'' and together with RCPC, the ''Company''), launched the syndication of the issuance of up to approximately $700 million of bank term loan debt (the "Acquisition Term Loans") that RCPC would use as a source of funds to consummate the previously-disclosed pending acquisition of The Colomer Group Participations, S.L. (the "Acquisition"), pursuant to the previously-disclosed amendments to RCPC's existing bank term loan facility (as amended, the "Amended Term Loan Facility").

The syndication of the Acquisition Term Loans was completed on August 20, 2013 and the final terms of the Acquisition Term Loans are set forth in the term sheet attached hereto as Exhibit 99.1 (the "Term Sheet"), which Term Sheet is incorporated herein by reference in its entirety.

While the Company expects to close the Acquisition in the fourth quarter of 2013, after satisfying customary closing conditions, there can be no assurances that such closing will be consummated.

The description of the Acquisition Term Loans, including as summarized in the Term Sheet, does not purport to be complete and such description is qualified by reference to the text of Amendment No. 2 to the Term Loan Agreement and the Incremental Amendment, which are filed as Exhibits 4.1 and 4.2, respectively, to Revlon's Form 8-K filed with the SEC on August 19, 2013, and are incorporated herein by reference in their entirety.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.      Description
   99.1          Term Sheet (incorporated by reference to Exhibit 99.1 to Revlon
                 Consumer Products Corporation's Form 8-K filed with the SEC on
                 August 20, 2013).

Forward-Looking Statements

Statements made in this Form 8-K, which are not historical facts, including statements about the Company's plans, 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 about future events, including those regarding the Company's expectation to close the Acquisition in the fourth quarter of 2013 after satisfying customary closing conditions. Actual results may differ materially from such forward-looking statements for a number of reasons, including those set forth in our filings with the SEC, including, without limitation, our 2012 Annual Report on Form 10-K filed with the SEC in February 2013 and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will file with the SEC during 2013 (which may be viewed on the SEC's website at http://www.sec.gov), as well as reasons including difficulties, delays, unanticipated costs or RCPC's inability to consummate the Acquisition, in whole or in part, or changes in the expected timing of such transaction. Factors other than those listed 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.

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