Revlon Inc. Chairman Michel C. Bergerac and other members of Revlon management will not participate as investors in the company's pending $1.8 billion leveraged buyout so they can avoid "conflicts of interest" in protecting shareholders, Revlon officials said yesterday.
The offer to buy back stock in the firm by Forstmann Little & Co., which was put together with the approval of Revlon management, is an attempt to defeat a hostile takeover bid for Revlon by Pantry Pride Inc., a drug-store chain.
However, sources said that, no matter who prevails in the takeover fight, Bergerac would still receive more than $20 million under a special "golden parachute" payment, while about 10 other top Revlon executives would receive a total of $50 million in similar payments if the company is acquired. Golden parachutes are payments designed to compensate top executives of companies that are acquired. The Revlon executives also would receive millions in profits by selling their Revlon stock in such a transaction, sources said.
Bergerac made the decision not to participate as an investor in the leveraged buyout after being accused by Pantry Pride of taking advantage of the company's stockholders. The Fort Lauderdale, Fla. company has been attempting a hostile takeover of Revlon since August. Pantry Pride attacked both Bergerac's golden-parachute agreement and his role as an investor in the leveraged buyout organized by Forstmann Little, a New York-based investment firm.
"This Bergerac withdrawing as an investor in the buyout is to remove the appearance of conflict," Revlon Vice President Roger Shelley said yesterday. "The reason he did it was so there should be no confusion as to the motivation behind the buyout agreement. His purpose has always been to make certain he gets the best possible value for Revlon stockholders, and his other major concern has been for Revlon employes."
In most leveraged buyouts, a public company is acquired by a group of investors, including management, who buy the company from stockholders using a combination of cash and borrowed funds.
In Revlon's leveraged buyout, an investor group led by Forstmann Little increased its offer for the company to $57.25 a share in cash over the weekend. The revised proposal was approved by Revlon directors. Forstmann Little had offered $56 a share earlier this month, but that offer was topped by Pantry Pride's bid of $56.25 a share.
Pantry Pride officials had no comment yesterday on whether they would make another offer, but certain provisions in the new agreement between Forstmann Little and Revlon could discourage competing proposals. For example, Revlon has agreed to sell its vision-care businesses and its clinical laboratories subsidiary to Forstmann Little for $525 million if any other investor acquires 40 percent of Revlon. Revlon also has agreed to sell its worldwide beauty-products business to Adler & Shaykin, a New York firm specializing in buyouts, for $900 million, whatever the outcome.
An important element in Forstmann Little's new bid for Revlon is its offer to exchange new bonds that are designed to yield 17 percent for Revlon's outstanding 11.75 percent 10-year bonds. This provision of the Forstmann Little offer will help to gain the support of Revlon stockholders who must choose between Pantry Pride's $56.25 a share offer and Forstmann Little's $57.25 a share bid. Under the Pantry Pride bid, stockholders would be paid more quickly.