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REV > SEC Filings for REV > Form 8-K on 9-Oct-2013All Recent SEC Filings

Show all filings for REVLON INC /DE/

Form 8-K for REVLON INC /DE/


Completion of Acquisition or Disposition of Assets, Creation of a Direct Financia

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 9, 2013, Revlon, Inc. ("Revlon") issued a press release (the "Press Release") announcing that Revlon Consumer Products Corporation ("RCPC" and together with Revlon, the "Company"), Revlon's wholly-owned operating subsidiary, completed its previously-announced acquisition of The Colomer Group Participations, S.L. on October 9, 2013. The cash purchase price was $665 million, after giving effect to certain adjustments pursuant to the Share Sale and Purchase Agreement dated August 3, 2013, by and among RCPC and Beauty Care Professional Products Participations, S.A., Romol Hair & Beauty Group, S.L., Norvo, S.L., and Staubinus Espaņa, S.L. (the "Purchase Agreement"), which the Company financed with proceeds from the previously-disclosed $700 million upsizing of RCPC's bank term loan facility.

The full text of the Press Release is attached to this Form 8-K as Exhibit 99.1 and is incorporated by reference into this Item 2.01 in its entirety. The references to the Purchase Agreement and to RCPC's bank term loan facility do not purport to be complete and such descriptions are qualified in their entirety by reference to the text of the Purchase Agreement, which was included as Exhibit 2.1 to the Form 8-K filed with the SEC on August 5, 2013, and to the Amended Term Loan Facility (as defined below), which was included as Exhibits 4.1 and 4.2 to the Form 8-K filed with the SEC on August 19, 2013, which exhibits are incorporated by reference herein in their entirety.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 2.01 of this Form 8-K is incorporated by reference into this Item 2.03 in its entirety. Revlon previously disclosed RCPC's consummation of certain amendments to its existing 2011 term loan facility (the "Amended Term Loan Facility"), which provide, among other things, that RCPC may incur up to approximately $700 million of bank term loan debt as incremental term loans under the Amended Term Loan Facility (the "Acquisition Term Loans"), on a Current Report on Form 8-K filed with the SEC on August 19, 2013, and the completion of the syndication of the Acquisition Term Loans on a Current Report on Form 8-K filed with the SEC on August 20, 2013. RCPC used the Acquisition Term Loans as the primary source of funds to complete its acquisition of The Colomer Group.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Press Release, dated October 9, 2013.

The Company will file the financial statements required by Item 9.01 of Form 8-K with the SEC within 71 calendar days after the date of this Form 8-K.

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