EXHIBIT 10.23
February 11, 2004
Mafco Holdings Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Executive Vice President and
General Counsel
Facsimile: (000) 000-0000
email: xxxxxxxxx@xxxxxx.xxx
Ladies and Gentlemen:
This exchange support agreement ("Support Agreement") is to confirm
that if, on or prior to 5:00 p.m. New York City time, on March 1, 2004, Revlon,
Inc. ("Revlon") commences an exchange offer (the "Exchange Offer") for certain
series of notes of Revlon Consumer Products Corporation ("RCPC" and, together
with Revlon, the "Company") for or into a combination of equity and cash and
other related transactions to exchange or convert, as applicable, certain
indebtedness of RCPC and preferred stock of Revlon (collectively, with the
Exchange Offer, the "Refinancing Transactions") in accordance with the terms set
forth on Exhibit A hereto (the "Term Sheet"), the undersigned holder (the
"Noteholder") holding (i) 9% Senior Notes due 2006 of RCPC and guaranteed by
Revlon (the "9% Senior Notes"), (ii) 8 1/8% Senior Notes due 2006 of RCPC and
guaranteed by Revlon (the "8 1/8% Senior Notes"), and/or (iii) 8 5/8% Senior
Subordinated Notes due 2008 of RCPC and guaranteed by Revlon (the "8 5/8% Senior
Subordinated Notes" and, collectively with the 9% Senior Notes and the 8 1/8%
Senior Notes, the "Notes"), will, as soon as practical but no later than the
fifteenth business day following the commencement of the Exchange Offer (the
"Tender Date"), tender, and will cause its affiliates other than Revlon or any
of its subsidiaries (the "Affiliates") to tender, into the Exchange Offer, in
exchange for shares of Revlon Class A common stock (as defined in the Term
Sheet), the aggregate principal amount and series of Notes set forth under the
Noteholder's name and any and all Notes acquired by the Noteholder subsequent to
the date of this Support Agreement, each in accordance with the applicable
procedures set forth in the definitive offering circular relating to the
Exchange Offer. In exchange for any interest accrued and unpaid on the tendered
Notes at the applicable rate and in accordance with the applicable procedures
set forth in the definitive offering circular relating to the Exchange Offer,
the Noteholder (and its Affiliates) shall elect to receive Revlon Class A common
stock in lieu of cash. Any and all Notes acquired by the Noteholder (and its
Affiliates) after the Tender Date (or otherwise held by the Noteholder and its
Affiliates at any time prior to the expiration date of the Exchange Offer) shall
be tendered into the Exchange Offer on or before the expiration of the Exchange
Offer in accordance with the applicable procedures set forth in the definitive
offering circular relating to the Exchange Offer.
In addition, the Noteholder, being entitled to amounts owing to it
under (i) the $100 Million Senior Unsecured Multiple-Draw Term Loan Agreement
dated February 5, 2003, between RCPC and MacAndrews & Forbes Holdings Inc.
("MacAndrews Holdings"), as amended, (ii) the $65 Million Senior Unsecured
Supplemental Line of Credit Agreement dated February 5, 2003, between RCPC and
MacAndrews Holdings, as amended, (iii) the 2004 $125 Million Senior Unsecured
Multiple-Draw Term Loan Agreement dated January 28, 2004, between RCPC and
MacAndrews Holdings, and (iv) an aggregate of $24.1 million outstanding under
certain non-interest bearing subordinated promissory notes payable by RCPC
(items (i) through (iv) are referred to herein collectively as, the "Other
Company Indebtedness"), will, upon the closing of the Exchange Offer, exchange
and cause its Affiliates to exchange, any and all amounts outstanding, including
accrued and unpaid interest thereon at the applicable rate, under the Other
Company Indebtedness as of the closing of the Exchange Offer (which amounts, as
of the date hereof, are set forth under the Noteholder's name) at the exchange
ratios set forth in the Term Sheet.
In addition, the Noteholder, holding (i) 546 outstanding shares of
Series A preferred stock of Revlon, par value $0.01 per share, having an
aggregate liquidation preference of $54.6 million and (ii) 4,333 outstanding
shares of Series B convertible preferred stock of Revlon, par value $0.01 per
share, (items (i) and (ii) are referred to herein collectively as the "Preferred
Stock"), will, upon the closing of the Exchange Offer, exchange or convert, as
applicable, and cause its Affiliates to exchange or convert, as applicable, the
Preferred Stock at the exchange ratios set forth in the Term Sheet.
The closing of the Refinancing Transactions and the M&F Equity
Contribution (as defined in the Term Sheet) shall take place on the same day and
the issuance of the shares of Revlon Class A common stock to the Noteholder (and
its Affiliates) shall occur in the following order: first, in the Exchange
Offer; second, upon exchange of the Other Company Indebtedness; and last, upon
exchange or conversion, as applicable, of the Preferred Stock.
Prior to the Termination Date (as defined below), at every meeting of
the stockholders of Revlon called with respect to the Refinancing Transactions,
and at every postponement or adjournment thereof, and on every action or
approval by written consent of Revlon's stockholders with respect to the
Refinancing Transactions, the Noteholder agrees to vote such holder's shares of
Revlon's voting securities in favor of, or consent to, and, to the extent
applicable, cause its Affiliates to vote in favor of, or consent to, the
Refinancing Transactions and the transactions contemplated by the Term Sheet and
any matter that could reasonably be expected to facilitate the Refinancing
Transactions and the transactions contemplated by the Term Sheet. Prior to the
Termination Date, the Noteholder will not, and will cause its Affiliates not to,
enter into any agreement or understanding with any person or entity to vote or
give instructions in any manner inconsistent with this Support Agreement.
Prior to the Termination Date and subject to the terms and conditions
of this Support Agreement, the Noteholder agrees not to, and will cause its
Affiliates not to,
2
take, or cause to be taken, directly or indirectly, any action inconsistent with
the consummation of, or opposing, the Refinancing Transactions or the
transactions contemplated by the Term Sheet. Prior to the Termination Date, the
Noteholder agrees to, and will cause its Affiliates to, take, or cause to be
taken, all actions reasonably necessary to facilitate, encourage or otherwise
support the Refinancing Transactions and the transactions contemplated by the
Term Sheet.
Prior to the Termination Date, the Noteholder will not, and will cause
its Affiliates not to, withdraw or revoke any tender, consent or vote
contemplated by this Support Agreement unless the Exchange Offer is terminated
before its expiration or modified without such Noteholder's prior written
consent or this Support Agreement is terminated in accordance with its terms.
The Noteholder further agrees that it will not, and will cause its
Affiliates not to, exercise its Public Rights (as defined in the Term Sheet).
The Noteholder's obligation to tender, consent and vote, as applicable,
as contemplated by this Support Agreement, is subject to the following
conditions (each a "Condition" and collectively, the "Conditions"): (a) the
preparation and, as appropriate, the dissemination or execution of definitive
documentation, in form and substance reasonably satisfactory to the Noteholder,
necessary to implement the Refinancing Transactions and the transactions
contemplated by the Term Sheet in accordance with the terms of such Term Sheet,
including, without limitation (i) offering materials, (ii) certificates and
agreements, if any, relating to the securities to be issued in the Refinancing
Transactions (the foregoing documents and agreements in (i) and (ii) above, as
amended or supplemented, the "Documents"), (iii) amendments to RCPC's senior
secured credit facility if required to consummate the transactions contemplated
by this Support Agreement and (iv) the execution by Revlon of an Investment
Agreement by and between the Noteholder and the Company (the "Investment
Agreement"), and the execution by Revlon and Fidelity of a Shareholders
Agreement by and among Fidelity, the Noteholder and the Company (the
"Shareholders Agreement"); (b) the Documents not containing any misstatement of
a material fact or omitting to state a material fact necessary to make
statements therein, in the light of the circumstances under which they are made,
not misleading (a "Material Misstatement"); (c) the Company receiving all
material third party consents and approvals contemplated by the Term Sheet or
otherwise required to consummate the transactions contemplated hereby and in the
Term Sheet; and (d) no material breach by the Company of the Covenants set forth
below.
Each of the parties covenants and agrees as follows (each a "Covenant"
and collectively, the "Covenants"): (a) except as contemplated by this Support
Agreement, the definitive offering circular for the Exchange Offer, the Term
Sheet and the Fidelity Support Agreement (as defined below), between the date
hereof and the Termination Date, the Company shall (i) conduct business in the
ordinary course in accordance with past practice, and (ii) not issue or agree to
issue any securities of the Company (other than to employees pursuant to the
Revlon, Inc. Fourth Amended and Restated 1996 Stock Plan or any other equity
based compensation plan), make any distributions to equity
3
holders or incur any material indebtedness other than under existing facilities
or the Additional Credit Facility (as defined in the Term Sheet), without the
consent of the Noteholder; (b) the Company will conduct the Rights Offering and
the Additional Offerings (each as defined in the Term Sheet) in accordance with
the terms set forth in the Term Sheet and applicable law; (c) the Company and
the Noteholder shall negotiate in good faith, and enter into the Investment
Agreement and the Shareholders Agreement each containing such terms as are set
forth in the Term Sheet; and (d) the Noteholder shall make the investments in
the Revlon Class A common stock in accordance with the Term Sheet.
Revlon's acceptance of any Notes tendered by the Noteholder (or an
Affiliate) shall be subject to satisfaction of each of the Conditions (or waiver
by the Noteholder of each of the Conditions), provided, however, that Revlon
will not make any material modification of the terms of the Exchange Offer,
without the Noteholder's consent. This Support Agreement shall terminate upon
the first to occur (the "Termination Date") of (a) the termination, expiration
or consummation of the Exchange Offer; (b) any court of competent jurisdiction
or other competent governmental or regulatory authority issuing an order making
illegal or otherwise restricting, preventing or prohibiting the Exchange Offer
in a way that cannot be reasonably remedied by the Company; (c) material breach
by the Company of any of the Covenants; (d) the lenders under RCPC's senior
secured credit facility having accelerated any amounts owed thereunder; (e) June
30, 2004, if the Exchange Offer has not been consummated by such date; (f) the
Documents not being consistent in all material respects with the terms and
provisions of the Term Sheet or containing any provision materially inconsistent
with the Term Sheet; or (g) a Material Misstatement.
Prior to the Termination Date, the Noteholder agrees that, without
Revlon's prior written consent, it will not, and will cause its Affiliates not
to, directly or indirectly, sell, assign, grant an option with respect to,
transfer or otherwise dispose of any of the Notes, Other Company Indebtedness or
Preferred Stock set forth under the Noteholder's (or Affiliate's) name, in whole
or in part, unless the transferee agrees in writing to be bound by the terms of
this Support Agreement with respect to the Notes purchased by such transferee as
though it was an original signatory hereto, which writing the Noteholder (or
Affiliate) shall provide to the Company and is found by the Company to be
reasonably acceptable.
Unless required by applicable law or regulation, prior to the initial
press release (which press release shall be in form and substance reasonably
satisfactory to the Noteholder except in all cases as required by applicable
law) describing the Refinancing Transactions, this Support Agreement and the
Fidelity Support Agreement (as defined below), the Company shall not disclose
the Noteholder's (or any Affiliate's) identity or its individual holdings of
Notes, Other Company Indebtedness or Preferred Stock without the prior written
consent of the Noteholder; and if such announcement or disclosure is so required
by law or regulation, the Company shall use its commercially reasonable best
efforts to afford the Noteholder a reasonable opportunity to review, comment
upon, object to or seek a consent order preventing any such announcement or
disclosure prior to
4
the Company's making such announcement or disclosure. The foregoing shall not
prohibit the Company from disclosing the approximate aggregate principal amount
of Notes, Other Company Indebtedness and Preferred Stock held by the Noteholder
(and its Affiliates).
Each of the parties represents to each other party that, as of the date
of this Support Agreement, such party is, and at all times thereafter until the
Termination Date such party will be duly organized, validly existing, and in
good standing under the laws of the state of its organization, and has all
requisite corporate, partnership, or limited liability company power and
authority to enter into this Support Agreement and to carry out the transactions
contemplated by, and perform its respective obligations under, this Support
Agreement.
Without limiting the rights of each party hereto to pursue all other
legal and equitable rights available to such party for any other party's failure
to perform each of its obligations under this Support Agreement, it is
understood and agreed by each of the parties that any breach of or threatened
breach of this Support Agreement would give rise to irreparable harm for which
money damages would not be an adequate remedy and, accordingly, the parties
agree that, in addition to any other remedies, each non-breaching party shall be
entitled to specific performance and injunctive or other equitable relief for
any such breach or threatened breach. To the extent any of the parties may be
entitled to the benefit of any provision of law requiring any party in any suit,
action or proceeding arising out of or in connection with this Support Agreement
or any of the transactions contemplated hereby to post security for litigation
costs or otherwise post a performance bond or guaranty or to take any similar
action, each party hereby irrevocably waives such benefit, in each case to the
fullest extent now or hereafter permitted under the laws of any such other
jurisdiction.
This Support Agreement is intended to bind and inure to the benefit of
the parties and their respective successors, assigns, heirs, executors,
administrators and representatives.
This Support Agreement, as may be supplemented by the Investment
Agreement and the Shareholders Agreement, upon execution thereof, including the
exhibit(s) hereto and thereto, constitutes the entire agreement of the parties
with respect to the subject matter of this Support Agreement, and supersedes all
other prior negotiations, agreements, and understandings, whether written or
oral, among the parties with respect to the subject matter of this Support
Agreement; provided, however, that any confidentiality agreement executed by any
party hereto shall survive this agreement and shall continue in full force and
effect irrespective of the terms hereof, including, without limitation, the
Confidentiality Agreement dated December 23, 2003, between MacAndrews Holdings,
Bondholder Advisor and Revlon.
The Noteholder acknowledges, that on the date hereof, Revlon has
entered into an exchange support agreement with Fidelity Management & Research
Co. ("Fidelity") with respect to certain debt securities held by Fidelity or its
affiliates or consolidated funds,
5
the form of which agreement is attached as Exhibit B hereto (the "Fidelity
Support Agreement"). Revlon agrees that it will not agree to any amendment or
waiver to the terms of the Fidelity Support Agreement without the prior written
consent of the Noteholder.
This Support Agreement may be executed in one or more counterparts
(which may be by facsimile), each of which shall be deemed an original and all
of which shall constitute one and the same agreement.
All notices, requests and other communications hereunder must be in
writing and will be deemed to have been duly given only if delivered personally
or by facsimile transmission or mailed (first class postage prepaid) or emailed
to the parties at the following addresses, facsimile numbers or email addresses:
If to the Noteholder:
As specified on the signature page hereto, with one copy
(which shall not constitute notice) to:
Wachtell, Lipton, Xxxxx & Xxxx
00 X. 00xx Xxxxxx
Xxx Xxxx, X.X. 00000
Attention: Xxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
Email: xxxxxxxxx@xxxx.xxx
If to Revlon, to:
Revlon, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx, Senior Vice President
and Treasurer
Facsimile: 000-000-0000
Email: xxxxxx.xxxxxxxxx@xxxxxx.xxx
With one copy to:
Revlon, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX
Attention: Xxxxxx X. Xxxxxxxx
Executive Vice President and Chief Legal Officer
Facsimile: 000-000-0000
Email: xxxxxx.xxxxxxxx@xxxxxx.xxx
With one copy (which shall not constitute notice) to:
6
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
Xxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: J. Xxxxxxx Xxxxxx
Facsimile: 000-000-0000
Email: xxxxxxx@xxxxxxx.xxx
This Support Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York (without regard to its laws
relating to conflicts of laws). The parties agree that all actions or
proceedings arising in connection with this Support Agreement shall be tried and
litigated only in the federal or state courts located in the County of New York,
State of New York. The parties hereto hereby irrevocably submit to the exclusive
jurisdiction of the federal and state courts located in the County of New York,
State of New York for the purpose of any such action or proceeding. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
Nothing expressed or referred to in this Support Agreement will be
construed to give any person, other than the parties to this Support Agreement
or Fidelity, any legal or equitable right, remedy, or claim under or with
respect to this Support Agreement or any provision of this Support Agreement.
This Support Agreement and all of its provisions and conditions are for the sole
and exclusive benefit of the parties to this Support Agreement, provided,
however, Fidelity is an intended third party beneficiary of this Support
Agreement and Fidelity's prior written consent shall be required for any
amendment or waiver of this Support Agreement.
Any provision of this Support Agreement may be amended or waived, if,
and only if, such amendment or waiver is in writing and signed by each of the
parties hereto. No failure or delay by any party in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
7
If any provision of this Support Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Support Agreement will remain in full force and effect. Any provision of
this Support Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable.
Very truly yours,
REVLON, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Executive Vice President
8
ACKNOWLEDGED AND AGREED:
Mafco Holdings Inc.
/s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx
Vice Chairman
$1,000,000
----------
Principal Amount of 9% Senior Notes due 2006 as of
the date hereof
$0
--
Principal Amount of 8 5/8% Senior Notes due 2006
as of the date hereof
$284,770,000
------------
Principal Amount of 8 5/8% Senior Subordinated
Notes due 2008 as of the date hereof
$108,086,000
------------
Outstanding Amount Under the $100 Million Senior
Unsecured Multiple-Draw Term Loan Agreement
dated February 5, 2003 as of the date hereof
$26,082,000
-----------
Outstanding Amount Under the $65 Million Senior
Unsecured Supplemental Line of Credit Agreement
dated February 5, 2003 as of the date hereof
$12,426,000
-----------
Outstanding Amount under the 2004 $125 Million
Senior Unsecured Multiple-Draw Term Loan
Agreement dated January 28, 2004 as of the date
hereof
$24,086,000
-----------
Outstanding Amount of Subordinated Demand
Notes and Capital Contribution Notes as of the date
hereof
9
Address for Notices to Noteholder:
Mafco Holdings Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Executive Vice President and
General Counsel
Facsimile: (000) 000-0000
email: xxxxxxxxx@xxxxxx.xxx
10
Exhibit A
---------
TERMS OF
EXCHANGE OFFER FOR ANY AND ALL
------------------------------------------ ------------------------------------------------------------------
I. EXCHANGE OFFER Revlon, Inc. ("Revlon") agrees, in reliance on the exemption
-------------- from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"), provided by Section
3(a)(9) thereof, to conduct an exchange offer (the "Exchange
Offer"), pursuant to which Revlon will offer holders of certain
series of notes issued by its wholly owned subsidiary, Revlon
Consumer Products Corporation ("Products Corporation"), and
guaranteed by Revlon, the option to receive (i) shares of Class
A common stock of Revlon, par value $0.01 per share ("Revlon
Class A common stock"), or (ii) cash, subject to proration as
described below, in exchange for their notes and guaranties.
As described below, Fidelity and M&F (as such terms
are defined below) agree to exchange notes and
guaranties thereof and, in the case of M&F, certain
other debt obligations of Products Corporation and
preferred stock of Revlon for shares of Revlon Class
A common stock.
------------------------------------------ ------------------------------------------------------------------
EXCHANGE OFFER
CONSIDERATION
For each $1,000 principal amount of notes tendered in
the Exchange Offer, holders of Products Corporation's
8 1/8% Senior Notes due 2006 (the "8 1/8% Senior Notes")
and 9% Senior Notes due 2006 (the "9% Senior Notes")
(together, the "Senior Notes") may elect to receive:
o 400 shares of Revlon Class A common stock; or
o $830, in the case of the 8 1/8% Senior Notes, in cash; or
o $800, in the case of the 9% Senior Notes, in cash;
o plus, in each case, accrued and unpaid interest,
which will be paid in Revlon Class A common stock or
cash at the option of the holder
(without regard to whether such holder has
elected to receive Revlon Class A common
stock or cash in exchange for its Notes).
For each $1,000 principal amount of notes
tendered in the Exchange Offer, holders of
Products Corporation's 8 5/8% Senior
Subordinated Notes due 2008 (the
"Subordinated Notes" and, together with the
Senior Notes, the "Notes") may elect to
receive:
o 300 shares of Revlon Class A common stock; or
o $620 in cash;
o plus, in each case, accrued and unpaid
interest, which will be paid in Revlon Class
A common stock or cash at the option of the
holder (without regard to whether such
holder has elected to receive Revlon Class A
common stock or cash in exchange for its
Notes).
Notwithstanding the foregoing, Fidelity, with respect to the
Initial Fidelity Notes (as such term is defined below), and M&F
agree to receive Revlon Class A common stock in exchange for the
principal amount of Notes tendered and M&F agrees to receive
Revlon Class A common stock with respect to accrued and unpaid
interest, in each case as described below in the section
entitled "Support Agreements."
------------------------------------------ ------------------------------------------------------------------
PRORATION The maximum aggregate principal amount of Notes that may be
tendered for cash (the "Cash Exchange Amount") in the Exchange
Offer will be limited to $150 million, which amount will be
reduced by the aggregate principal amount of Additional Tendered
Notes (as such term is defined below) tendered and exchanged for
Revlon Class A common stock. In the event that holders of Notes
with an aggregate principal amount in excess of the Cash
Exchange Amount elect to receive cash, the cash consideration
will be apportioned pro rata first, among the tendering holders
of Subordinated Notes that elected to receive cash consideration
and then, to the extent that any portion of the Cash Exchange
Amount has not been allocated, pro rata among the tendering
holders of Senior Notes
2
that elected to receive cash consideration.
Holders that have elected to receive cash
consideration may further elect, in the event that
they are subject to proration, to have the portion of
their tendered Notes for which they will not receive
cash returned to them. If they do not make such
election, holders will receive Revlon Class A common
stock for the portion of their tendered Notes for
which they will not receive cash.
------------------------------------------ ------------------------------------------------------------------
WITHDRAWAL RIGHTS None.
------------------------------------------ ------------------------------------------------------------------
SUPPORT AGREEMENTS Fidelity Management & Research Co. and its affiliates and
consolidated funds, (collectively, "Fidelity") hold $155.06
million aggregate principal amount of Notes (the "Initial
Fidelity Notes"). Fidelity will enter into a Support Agreement
with Revlon, whereby it will agree to exchange the Initial
Fidelity Notes in the Exchange Offer, for shares of Revlon Class
A common stock. Fidelity may elect to receive either cash or
Revlon Class A common stock in exchange for accrued and unpaid
interest (at the applicable rate) on such tendered Notes.
Mafco Holdings Inc. and its affiliates other than
Revlon or any of its subsidiaries (collectively,
"M&F") hold $285.77 million aggregate principal
amount of Notes (the "Initial M&F Notes" and,
together with the Initial Fidelity Notes, the
"Initial Notes"). M&F will enter into a Support
Agreement with Revlon, whereby it will agree to
exchange in the Exchange Offer the Initial M&F Notes,
together with any additional Notes acquired by it
from the date of the Support Agreement through the
closing of the Exchange Offer, in exchange for shares
of Revlon Class A common stock, including with
respect to accrued and unpaid interest (at the
applicable rate) on such tendered Notes.
In addition, pursuant to the Support Agreement, M&F
will agree to exchange (x) any and all amounts
outstanding (including accrued and unpaid interest
thereon at the applicable rate), as of the date of
the closing of the Exchange Offer, under each of (i)
the $100 Million Senior Unsecured Multiple-Draw Term
Loan Agreement, dated as of February 5, 2003, between
Products Corporation and M&F, as amended,
3
(ii) the $65 Million Senior Unsecured Supplemental
Line of Credit Agreement, dated as of February 5,
2003, between Products Corporation and M&F, as
amended (the "M&F $65 Million Line of Credit"), and
(iii) the $125 Million 2004 Senior Unsecured
Multiple-Draw Term Loan Agreement, dated as of
January 28, 2004, between Products Corporation and
M&F (the "M&F $125 Million Loan"), each at an
exchange ratio of 400 shares of Revlon Class A common
stock for each $1,000 of indebtedness outstanding
thereunder, and (y) an aggregate of $24.1 million
outstanding under certain non-interest bearing
subordinated promissory notes payable by Products
Corporation, at an exchange ratio of 300 shares of
Revlon Class A common stock for each $1,000 of
indebtedness outstanding thereunder. This exchange
will be consummated simultaneously with the Exchange
Offer.
In addition, pursuant to the Support Agreement, M&F
will agree to (i) exchange all 546 outstanding shares
of Series A preferred stock of Revlon, par value
$0.01 per share, having an aggregate liquidation
preference of $54.6 million, for shares of Revlon
Class A common stock at an exchange ratio of 160
shares of Revlon Class A common stock for each $1,000
of liquidation preference outstanding, and (ii)
convert all 4,333 outstanding shares of Series B
convertible preferred stock of Revlon, par value
$0.01 per share, into 433,333 shares of Revlon Class
A common stock in accordance with the terms of the
certificate of designations for such Series B
convertible preferred stock. This exchange and
conversion will be consummated simultaneously with
the Exchange Offer.
In addition, pursuant to the Support Agreement, M&F
will vote in favor of, or consent to, the issuance of
shares of Revlon Class A common stock in the Exchange
Offer and pursuant to the Support Agreements with
Fidelity and M&F and the other transactions
contemplated by this term sheet and will agree to
take all actions reasonably necessary to facilitate
or otherwise support the Exchange Offer and the
transactions contemplated by this term sheet.
------------------------------------------ ------------------------------------------------------------------
4
MACANDREWS & FORBES
EQUITY CONTRIBUTION Promptly following the expiration of the Exchange
Offer, M&F agrees to subscribe for additional shares
of Revlon Class A common stock at a purchase price of
$2.50 per share in an aggregate subscription amount
equal to the sum of (x) $150 million less the
aggregate principal amount of the Additional Tendered
Notes plus (y) an amount necessary (if any) to
maintain M&F's ownership immediately after the
closing of the Exchange Offer at no less than 49% of
the Common Stock ((x) and (y) together, the "M&F
Equity Contribution", which amount shall not be less
than zero) plus (z) the amount, if any, of cash to be
paid by Revlon in exchange for Notes tendered in the
Exchange Offer, excluding cash to be paid with
respect to accrued interest at the applicable rate
(the "M&F Stock Subscription").
The "Additional Tendered Notes" are those Notes
validly tendered by any party and accepted by Revlon
in the Exchange Offer in excess of the aggregate
principal amount of the Initial Notes.
--------------------------- ---------------------------------------------------------------------------------
USE OF PROCEEDS The net cash proceeds received by Revlon as the M&F Equity
Contribution, if any, will be contributed to Products
Corporation. Revlon will cause Products Corporation to use any
such amounts to reduce outstanding indebtedness, other than
revolving indebtedness unless there is a corresponding
commitment reduction.
Any cash received by Revlon as the M&F Stock
Subscription will be used for the cash consideration
in the Exchange Offer.
--------------------------- --------------------------------------------------------------------------------
II. PUBLIC RIGHTS OFFERING
---------------------- As soon as reasonably practicable after the consummation of the
Exchange Offer, Revlon agrees to consummate a rights offering
(the "Public Rights Offering") pursuant to which Revlon will
distribute, on a pro rata basis and at no charge,
non-transferable rights (the "Public Rights") to each holder of
record, as of a date prior to the expiration of the Exchange
Offer, of Revlon Class A common stock and the Class B common
stock of Revlon, par value $0.01 per share ("Revlon Class B
common stock" and, together with the Revlon Class A common
stock, the "Common Stock"), to purchase its pro rata number of
shares ("Public Rights Shares") of Revlon Class A common
5
stock (the "Public Basic Subscription Privilege") at a price
per Public Rights Share equal to $2.50 (the "Public
Subscription Price"), such that the aggregate number of Public
Rights Shares to be offered in the Public Rights Offering
multiplied by the Public Subscription Price will equal the
Public Offering Amount. The "Public Offering Amount" shall be
equal to (A) the sum of (i) the M&F Equity Contribution, if
any, and (ii) the M&F Stock Subscription, divided by (B) the
M&F Ownership Percentage.
The "M&F Ownership Percentage" means the percentage of Common
Stock owned by M&F on the record date of the Public Rights
Offering.
Although M&F will receive Public Rights, it will agree in its
Support Agreement not to exercise such Public Rights.
Each holder of Public Rights who exercises in full its Public
Basic Subscription Privilege will be entitled, on a pro rata
basis, to subscribe for additional Public Rights Shares at the
Public Subscription Price, to the extent that other holders of
Public Rights do not exercise all of their Public Rights in
the Public Basic Subscription Privilege; provided that such
oversubscription privilege will be limited, in the aggregate,
to those Public Rights Shares underlying the Public Rights of
holders other than M&F.
--------------------------- --------------------------------------------------------------------------------
USE OF PROCEEDS The net cash proceeds received by Revlon as payment for the
Public Subscription Price in the Public Rights Offering will
be contributed to Products Corporation. Revlon will cause
Products Corporation to use any such amounts to reduce
outstanding indebtedness, other than revolving indebtedness
unless there is a corresponding commitment reduction.
--------------------------- --------------------------------------------------------------------------------
III. SECOND RIGHTS OFFERING On or prior to December 31, 2004, Revlon agrees to have closed
---------------------- an additional rights offering (the "Rights Offering") pursuant
to which Revlon will distribute, on a pro rata basis and at no
charge, rights (the "Rights") to each holder of record of the
Common Stock, to purchase its pro rata number of shares
("Rights Shares") of Revlon Class A common stock (the "Basic
Subscription Privilege") at a price per
6
Rights Share to be determined by the Board of Directors of
Revlon at the time of the Rights Offering (the "Subscription
Price"), such that the aggregate number of Rights Shares to be
offered in the Rights Offering multiplied by the Subscription
Price will equal the Aggregate Offering Amount. The "Aggregate
Offering Amount" shall be equal to the positive excess, if
any, of $200 million over the sum of (i) the aggregate
principal amount of the Additional Tendered Notes, (ii) the
M&F Equity Contribution, if any, and (iii) the aggregate
proceeds of the Public Rights Offering (such excess, if any,
being the "Aggregate Back-Stop Amount").
Each of M&F and Fidelity may exercise their Basic Subscription
Privilege and their Over-Subscription Privilege.
Each holder of Rights who exercises in full its Basic
Subscription Privilege will be entitled, on a pro rata basis,
to subscribe for additional Rights Shares at the Subscription
Price (the "Over-Subscription Privilege"), to the extent that
other holders of Rights do not exercise all of their Rights in
the Basic Subscription Privilege.
--------------------------- --------------------------------------------------------------------------------
MACANDREWS & FORBES
BACK-STOP In the event the Rights Offering is not fully subscribed, M&F
shall, on or prior to December 31, 2004, on the same
terms as the Rights Offering, purchase all of the Back-Stop
Shares (as such term is defined below).
"Back-Stop Shares" shall mean such number of shares of Revlon
Class A common stock as equals all of the Rights Shares that
are not otherwise subscribed and paid for by the holders of
Rights under either their Basic Subscription Privilege or
their Over-Subscription Privilege, provided, however, that the
maximum number of Back-Stop Shares shall not exceed:
o (x) the Aggregate Back-Stop Amount
o divided by (y) the Subscription Price.
--------------------------- --------------------------------------------------------------------------------
7
USE OF PROCEEDS The net cash proceeds received by Revlon as payment for the
Subscription Price in the Rights Offering will be contributed to
Products Corporation. Revlon will cause Products Corporation to
use any such amounts to reduce outstanding indebtedness, other
than revolving indebtedness unless there is a corresponding
commitment reduction.
--------------------------- --------------------------------------------------------------------------------
IV. ADDITIONAL EQUITY OFFERINGS To the extent that the sum of (i) the aggregate principal amount
--------------------------- of the Additional Tendered Notes, (ii) the M&F Equity
Contribution, if any, (iii) the aggregate proceeds of the Public
Rights Offering, (iv) the aggregate proceeds of the Rights
Offering (including the Aggregate Back-Stop Amount) and (v) the
aggregate proceeds of any other equity offering(s) consummated
after the Exchange Offer and used by Products Corporation to
reduce outstanding indebtedness, other than revolving
indebtedness unless there is a corresponding commitment
reduction, is less than $300 million (such shortfall, if any,
the "Aggregate Additional Offering Amount"), Revlon will agree
to consummate, on or prior to March 31, 2006, one or more
offerings (which may be rights offerings and/or issuances of
Revlon Class A common stock in a public offering or private
placement or other exempt transactions either for cash or in
exchange for outstanding indebtedness of Products Corporation)
in order to reduce the outstanding indebtedness of Products
Corporation, other than revolving indebtedness unless there is a
corresponding commitment reduction, by the Aggregate Additional
Offering Amount (the "Additional Offerings").
The offering price and terms of any Additional Offerings shall
be determined by the Board of Directors of Revlon at the time
of the Additional Offerings.
In the event that by March 31, 2006 the proceeds (or aggregate
principal amount of notes tendered in any exchange) of the
Additional Offerings are less than the Aggregate Additional
Offering Amount, M&F will agree to purchase shares (the
"Aggregate Additional Back-Stop Amount") of Revlon Class A
common stock for an amount of cash such that Products
Corporation reduces indebtedness, other than
8
revolving indebtedness unless there is a corresponding
commitment reduction, in an aggregate principal amount equal
to the Aggregate Additional Offering Amount.
M&F may satisfy its obligations by making an investment in
Revlon Class A common stock in an amount equal to the
Aggregate Additional Back-Stop Amount pursuant to any
transaction approved by Revlon's Board of Directors, which may
include a rights offering.
--------------------------- --------------------------------------------------------------------------------
USE OF PROCEEDS The net cash proceeds received by Revlon in the Additional
Offerings (including the Aggregate Additional Back-Stop Amount)
will be contributed to Products Corporation. Revlon will cause
Products Corporation to use any such amounts to reduce
outstanding indebtedness, other than revolving indebtedness
unless there is a corresponding commitment reduction.
--------------------------- --------------------------------------------------------------------------------
AMENDMENTS, WAIVERS
-------------------
The terms will not be amended or waived without the written
consent of each of Fidelity, M&F and Revlon.
--------------------------- --------------------------------------------------------------------------------
V. CORPORATE GOVERNANCE As of the date of the closing of the Exchange Offer, Revlon, M&F
-------------------- and Fidelity shall enter into a shareholders agreement pursuant
to which the parties will agree that:
o Revlon will maintain a majority of Independent
Directors on its Board of Directors. "Independent
Directors" shall be those directors who satisfy the
"independence" criteria set forth in the New York Stock
Exchange ("NYSE") listing rules; provided, however,
that any Fidelity Appointees (as such term is defined
below) shall be deemed to be Independent Directors for
purposes of the shareholders agreement;
o Fidelity shall be entitled to nominate to the Board
of Directors (i) two directors for so long as
Fidelity holds at least 10% of the outstanding voting
stock of Revlon or (ii) one director for so long as
Fidelity holds at least 5% but less than 10% of the
outstanding voting stock of Revlon (each a "Fidelity
Appointee"
9
and, collectively, the "Fidelity Appointees");
o One Fidelity Appointee, to be designated by Fidelity,
shall be entitled to sit on all standing committees
of the Board of Directors of Revlon, subject to
satisfaction of applicable listing standards and
other applicable laws, rules and regulations;
o Fidelity, M&F and all controlled affiliates of M&F
will vote their respective shares of Common Stock to
give effect to the agreements referred to in the
prior three bullet points;
o Revlon shall establish within 30 days after the
consummation of the Exchange Offer and maintain a
Nominating and Corporate Governance Committee of the
Board of Directors;
o Revlon shall not conduct any business or enter into any
transaction or series of similar transactions with any
affiliate of Revlon (other than Revlon's subsidiaries)
or a legal or beneficial owner of 10% or more of the
voting power of the voting stock of Revlon or an
affiliate of such owner (other than any transaction (i)
contemplated herein or pursuant to agreements or
arrangements entered into prior to the date hereof and
disclosed to Fidelity or (ii) specifically permitted by
the indentures pursuant to which the Notes were issued)
unless: (a) 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 $5.0 million, such transaction or series of
related transactions has been approved by all the
Independent Directors of the Board of Directors of
Revlon, and (b) 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
10
excess of $20.0 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 Revlon.
The shareholders agreement shall terminate at such time as
Fidelity ceases to hold at least 5% of the outstanding voting
stock of Revlon. From the date hereof, Revlon shall not enter
into any material transaction pending the appointment of the
Fidelity Appointees as set forth above.
Without the consent of Fidelity, Revlon, Inc. will not permit
Products Corporation to have outstanding aggregate borrowings
under the M&F $125 Million Loan and the M&F $65 Million Line
of Credit at any time in excess of (i) $190 million minus (ii)
the principal amount of borrowings under the M&F $125 Million
Loan and the M&F $65 Million Line of Credit exchanged for
Revlon Class A common stock in the Exchange Offer minus (iii)
the original commitment amount of the Additional Credit
Facility.
--------------------------- --------------------------------------------------------------------------------
VI. ADDITIONAL CREDIT
FACILITY UBS or a lender under Products Corporation's bank credit
----------------- agreement shall provide $65 million of additional liquidity to
Products Corporation by becoming part of Products
Corporation's bank credit agreement or increasing such
lender's commitment thereunder, as the case may be.
--------------------------- --------------------------------------------------------------------------------
VII. PRESS RELEASE The text of any press release describing the Exchange Offers
------------- or other transactions contemplated by this Term Sheet shall be
reasonably satisfactory to Fidelity, except as required by
applicable law.
--------------------------- --------------------------------------------------------------------------------
11
Exhibit B
---------
[Fidelity Support Agreement]
