Revlon Adjusted EBITDA Margin Reconciliation
Transaction Overview
On September 29, 2020, Revlon Consumer Products Corporation (the "Company" or "RCPC") launched
an exchange offer and consent solicitation (the "Transaction") for the Company's 5.75% Senior Notes
due February 15, 2021 (the "Notes"). The exchange consideration is summarized below:
Consideration ($/$1,000)
Cash
ABL FILO Term Loan Principal
BrandCo Term Loan Principal
Cash Early Tender / Consent Fee
Total Consideration
Mixed Consideration Option:¹
$200.00
$145.00 of face value
$217.50 of face value
$50.00
■ $612.50
Cash Consideration Option:
$275.00
N/A
N/A
$50.00
$325.00
ABL FILO Term Loans:
Total Principal
Maturity
Interest Rate
Mixed Consideration: Terms of Debt
BrandCo Term Loans:
Up to $50 million
Six months after the ABL Tranche A maturity
date including any extension thereof
-Tranche A currently matures September
7, 2021, subject to a springing maturity on
November 16, 2020
L +8.50% (with a 1.75% LIBOR floor)
Up to $75 million
June 30, 2025
L+3.50% (with a 0.75% LIBOR floor)
Minimum Tender Threshold
95%
2016 U.S. ABL Lenders
Required Consents
Other
Conditions Precedent
BrandCo Lenders
Total principal of ABL FILO Term Loans shall not exceed $50 million
Total principal of New BrandCo 2L shall not exceed $75 million
Minimum Liquidity Closing Condition² must be satisfied
1 Only available to eligible Noteholders.
2 As defined in the Transaction Support Agreement with certain BrandCo Lenders.
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