Revlon, Inc. (NYSE: REV) (“Revlon” and together with its
subsidiaries, the “Company”) today announced that it has filed a
prospectus supplement with the Securities and Exchange Commission
(“SEC”), under which it may offer and sell shares of its Class A
common stock (the “Shares”) having an aggregate offering price of
up to $25,000,000 from time to time through an “at-the-market”
equity offering program (the “ATM Program”). The Company currently
intends to use the net proceeds from any sales of Shares under the
ATM Program for general corporate purposes, which may include
additions to working capital, capital expenditures, repayment of
debt, the financing of possible acquisitions and investments or
stock repurchases. In order to meet the continued demand for the
Company’s products, some or all of the net proceeds from any sales
of Shares under the ATM Program may be used to help alleviate
supply chain disruptions previously disclosed by the Company. The
timing and amount of any sales will depend on a variety of factors
to be determined by the Company.
The Shares will be offered through Jefferies LLC (“Jefferies”),
as sales agent. Jefferies may sell Shares by any method permitted
by law deemed to be an “at-the-market offering” as defined in Rule
415(a)(4) of the Securities Act of 1933, as amended, including
without limitation, sales made directly on the New York Stock
Exchange, on any other existing trading market for the Shares, to
or through a market maker or in negotiated transactions. Sales may
be made at market prices prevailing at the time of the sale, at
prices related to prevailing market prices or at negotiated prices
and, as a result, sales prices may vary.
The prospectus supplement filed today adds to, updates or
otherwise changes information contained in the existing prospectus
contained in a shelf registration statement on Form S-3, which was
declared effective by the SEC on April 8, 2022 (File No.
333-264032), for the offering of Shares. Prospective investors
should read the prospectus, the prospectus supplement and other
documents the Company has filed or submitted with the SEC (some of
which are incorporated by reference into the prospectus and
prospectus supplement) for more complete information about the
Company and the ATM Program, including the risks associated with
investing in the Company. Investors may obtain copies of the
prospectus supplement and accompanying prospectus relating to the
offering without charge by visiting the SEC’s website at
www.sec.gov. Alternatively, potential investors may contact
Jefferies, who will arrange to provide them these documents, at:
Equity Syndicate Prospectus Department, 520 Madison Avenue, New
York, NY 10022; by phone at (877) 821-7388; or by e-mail at
Prospectus_Department@Jefferies.com.
This press release is for informational purposes only and is not
an offer to sell or the solicitation of an offer to buy any Shares
of the Company, which is made only by means of a prospectus
supplement and related prospectus. There will be no sale of Shares
in any jurisdiction in which the offer, solicitation of an offer to
buy or sale would be unlawful.
About Revlon, Inc.
Revlon has developed a long-standing reputation as a color
authority and beauty trendsetter in the world of color cosmetics
and hair care. Since its breakthrough launch of the first opaque
nail enamel in 1932, Revlon has provided consumers with high
quality product innovation, performance and sophisticated glamour.
In 2016, Revlon acquired the iconic Elizabeth Arden company and its
portfolio of brands, including its leading designer, heritage and
celebrity fragrances. Today, Revlon's diversified portfolio of
brands is sold in approximately 150 countries around the world in
most retail distribution channels, including prestige, salon, mass,
and online. Revlon is among the leading global beauty companies,
with some of the world’s most iconic and desired brands and product
offerings in color cosmetics, skin care, hair color, hair care and
fragrances under brands such as Revlon, Revlon Professional,
Elizabeth Arden, Almay, Mitchum, CND, American Crew, Creme of
Nature, Cutex, Juicy Couture, Elizabeth Taylor, Britney Spears,
Curve, John Varvatos, Christina Aguilera and AllSaints.
Forward-Looking Statements
Statements made in this press release, which are not historical
facts, are forward-looking and are provided pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements speak only as of the date they
are made and 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 or industry conditions
and/or conditions in the Company’s reportable segments; changes in
estimates, expectations or assumptions; or other circumstances,
conditions, developments and/or events arising after the issuance
of this press release, except for the Company's ongoing obligations
under the U.S. federal securities laws. Forward-looking statements
are subject to known and unknown risks and uncertainties and are
based on preliminary or potentially inaccurate estimates and
assumptions that could cause actual results to differ materially
from those expected or implied by the estimated financial
information. Such forward-looking statements include, among other
things: (i) the Company’s expectations to remain diligent in
managing its cost base to reduce the COVID-19 pandemic's continued
impact on the Company’s profitability; and (ii) the Company’s
belief that while it still has challenges to face – namely the
ongoing impact of the COVID-19 pandemic – it has the right
long-term strategy in place and will continue to execute against
it. Actual results may differ materially from the Company's
forward-looking statements for a number of reasons, including as a
result of the risks and other items described in Revlon’s filings
with the SEC, including, without limitation, in Revlon’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and amendments thereto, if any, filed with the
SEC (which may be viewed on the SEC’s website at http://www.sec.gov
or on Revlon, Inc.’s website at http://www.revloninc.com).
Additional important factors that could cause actual results to
differ materially from those indicated by the Company’s
forward-looking statements include: (i) difficulties, delays or
unanticipated costs or charges or less than expected cost
reductions and other benefits resulting from the Company's cost
reduction initiatives and/or restructuring activities, higher than
anticipated restructuring charges and/or payments and/or changes in
the expected timing of such charges and/or payments; and/or less
than expected additional sources of liquidity from such
initiatives; and/or (ii) the Company’s inability, in whole or in
part, to continue to execute its business strategy, such as due to
unanticipated circumstances or results affecting the Company's
financial performance and or sales growth, including: greater than
anticipated levels of consumers choosing to purchase their beauty
products through e-commerce and other social media channels and/or
greater than anticipated declines in the brick-and-mortar retail
channel, or either of those conditions occurring at a rate faster
than anticipated; the Company's inability to address the pace and
impact of the new commercial landscape, such as its inability to
enhance its e-commerce and social media capabilities and/or
increase its penetration of e-commerce and social media channels;
the Company's inability to drive a successful long-term
omni-channel strategy and significantly increase its e-commerce
penetration; difficulties, delays and/or the Company's inability to
(in whole or in part) develop and implement effective content to
enhance its online retail position, improve its consumer engagement
across social media platforms and/or transform its technology and
data to support efficient management of its digital infrastructure;
the Company incurring greater than anticipated levels of expenses
and/or debt to facilitate the foregoing objectives, which could
result in, among other things, less than anticipated revenues
and/or profitability; decreased consumer spending in response to
weak economic conditions or weakness in the consumption of beauty
products in one or more of the Company's segments, whether
attributable to COVID-19 or otherwise; geopolitical risks, such as
the ongoing Russia-Ukraine conflict; macroeconomic headwinds, such
as high inflation or a potential recession/economic contraction;
adverse changes in tariffs, foreign currency exchange rates,
foreign currency controls and/or government-mandated pricing
controls; decreased sales of the Company's products as a result of
increased competitive activities by the Company's competitors;
decreased performance by third-party suppliers, whether due to
COVID-19, shortages of raw materials or otherwise; and/or supply
chain disruptions at the Company's manufacturing facilities,
whether attributable to COVID-19 or shortages of raw materials,
components, and labor, or transportation constraints or otherwise;
changes in consumer preferences, such as reduced consumer demand
for the Company's color cosmetics and other current products,
including new product launches; changes in consumer purchasing
habits, including with respect to retailer preferences and/or among
sales channels, such as due to the continuing consumption declines
in core beauty categories in the mass retail channel in North
America, whether attributable to COVID-19 or otherwise; lower than
expected customer acceptance or consumer acceptance of, or less
than anticipated results from, the Company's existing or new
products, whether attributable to COVID-19 or otherwise; higher
than expected retail store closures in the brick-and-mortar
channels where the Company sells its products, as consumers
continue to shift purchases to online and e-commerce channels,
whether attributable to COVID-19 or otherwise; higher than expected
purchases of permanent displays, capital expenditures, debt service
payments and costs, cash tax payments, pension and other
post-retirement plan contributions, payments in connection with the
Company's restructuring programs, severance not otherwise included
in the Company's restructuring programs, business and/or brand
acquisitions (including, without limitation, through licensing
transactions), if any, debt and/or equity repurchases, if any,
costs related to litigation, discontinuing non-core business lines
and/or entering and/or exiting certain territories and/or channels
of trade, advertising, promotional and marketing activities or for
sales returns related to any reduction of space by the Company's
customers, product discontinuances or otherwise or lower than
expected results from the Company's advertising, promotional,
pricing and/or marketing plans, whether attributable to COVID-19 or
otherwise; decreased sales of the Company’s existing or new
products, whether attributable to COVID-19 or otherwise; actions by
the Company's customers, such as greater than expected inventory
management and/or de-stocking, and greater than anticipated space
reconfigurations or reductions in display space and/or product
discontinuances or a greater than expected impact from pricing,
marketing, advertising and/or promotional strategies by the
Company's customers, whether attributable to COVID-19 or otherwise;
and changes in the competitive environment and actions by the
Company's competitors, including, among other things, business
combinations, technological breakthroughs, implementation of new
pricing strategies, new product offerings, increased advertising,
promotional and marketing spending and advertising, promotional
and/or marketing successes by competitors. Factors other than those
referred to above could also cause Revlon’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, Revlon’s website or other websites
referenced herein shall not be incorporated by reference into this
press release.
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version on businesswire.com: https://www.businesswire.com/news/home/20220425005199/en/
For Investor Relations Inquiries: 212-527-4040 or
investor.relations@revlon.com For Media Inquiries: Longacre
Square Partners Dan Zacchei / Joe Germani
dzacchei@longacresquare.com / jgermani@longacresquare.com
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