Revlon to Pay Fine for 'Going Private' Share Swap: SEC
The Securities and Exchange Commission on Thursday said it charged Revlon with misleading shareholders about details of a "going-private" transaction, and the cosmetics and beauty care company agreed to pay a $850,000 fine.
The civil case stemmed from 2009, when Revlon's majority shareholder MacAndrews and Forbes Holdings, controlled by billionaire Ronald Perelman, asked the company to give minority shareholders a chance to tender their common shares for preferred stock, as part of a plan to pay down Revlon debt.
According to the SEC, an outside adviser hired by the trustee for Revlon's 401(k) retirement plan concluded that the swap was not fair to tendering shareholders.
The SEC said Revlon then took steps to conceal the adviser's opinion from its independent directors and 401(k) participants.
It said the result was a series of materially misleading disclosures to shareholders, including that the board had properly reviewed the tender offer.
Revlon and a lawyer for the company did not immediately respond to requests for comment. The company did not admit or deny wrongdoing in agreeing to settle with the SEC.