elizabeth arden, inc.

214 Pages·2017·1.13 MB·English

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:

x Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12
ELIZABETH ARDEN, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):

¨ No fee required.

x Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:
Common Stock, $0.01 par value per share, of Elizabeth Arden, Inc. (which we refer to as “Elizabeth Arden common stock”)
Series A Serial Preferred Stock, $0.01 par value per share, of Elizabeth Arden, Inc. (which we refer to as “Elizabeth Arden preferred stock”)

(2) Aggregate number of securities to which transaction applies:
50,000 shares of Elizabeth Arden preferred stock and 31,668,889 shares of Elizabeth Arden common stock, which consists of (i) 29,949,317 shares of
Elizabeth Arden common stock outstanding as of June 16, 2016, (ii) 941,400 shares of Elizabeth Arden common stock subject to issuance upon exercise of
outstanding options with exercise prices below $14.00 as of June 16, 2016 , (iii) 778,172 shares of Elizabeth Arden common stock with respect to outstanding
awards of restricted stock units as of June 16, 2016 and (iv) 0 shares of Elizabeth Arden common stock subject to issuance upon exercise of outstanding
warrants of Elizabeth Arden with exercise prices below $14.00 as of June 16, 2016.

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated

and state how it was determined):
In accordance with Exchange Act Rule 0-11, the filing fee of $49,513.07 was determined by multiplying 0.0001007 by the proposed maximum aggregate value
of the transaction. The proposed maximum aggregate value of the transaction was calculated as the sum of (i) 50,000 preferred shares multiplied by $1,152.02
per share (consisting of $1,100 per share, plus $52.02 per share in accrued but unpaid dividends as of June 16, 2016), (ii) 29,949,317 shares of Elizabeth Arden
common stock multiplied by $14.00 per share, (iii) options to purchase 941,400 shares of Elizabeth Arden common stock with exercise prices below $14.00 per
share, multiplied by $4.146 per share (which is the difference between $14.00 and the weighted average exercise price per share of $9.854), (iv) 778,172 shares
of Elizabeth Arden common stock with respect to outstanding awards of restricted stock units as of June 16, 2016, multiplied by $14.00 per share and (v) 0
shares of Elizabeth Arden common stock subject to issuance upon exercise of outstanding warrants with exercise prices below $14.00 as of June 16, 2016.

(4) Proposed maximum aggregate value of transaction:
$491,688,890.40

(5) Total fee paid:
$49,513.07

¨ Fee paid previously with preliminary materials.

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify

the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
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PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED JULY 8, 2016

[—], 2016
Dear Fellow Shareholder:
A special meeting of shareholders of Elizabeth Arden, Inc., a Florida corporation (“Elizabeth Arden”), will be held on [—], 2016, at [—] Eastern Time,
at Elizabeth Arden’s corporate office located at 880 Southwest 145th Avenue, Suite #200, Pembroke Pines, Florida 33207. You are cordially invited to
attend. The purpose of the meeting is to consider and vote on proposals relating to the proposed acquisition of Elizabeth Arden by Revlon, Inc., a Delaware
corporation (“Revlon”), for $14.00 per share of Elizabeth Arden common stock, par value $0.01 (“Elizabeth Arden common stock”), in cash. Regardless of
whether you plan to attend the meeting, we encourage you to vote your shares by mail, by telephone or through the Internet following the procedures
outlined below.
On June 16, 2016, Elizabeth Arden entered into an Agreement and Plan of Merger (the “merger agreement”) with Revlon, Revlon Consumer Products
Corporation, Revlon’s direct wholly-owned operating subsidiary (“RCPC”), and RR Transaction Corp., a wholly-owned subsidiary of RCPC (“Sub”),
providing for, subject to the satisfaction or waiver of specified conditions, the acquisition of Elizabeth Arden by Revlon at a price of $14.00 per share of
Elizabeth Arden common stock in cash. Subject to the terms and conditions of the merger agreement, Sub will be merged with and into Elizabeth Arden (the
“merger”), with Elizabeth Arden surviving the merger as a wholly-owned subsidiary of RCPC. At the special meeting, Elizabeth Arden will ask you to
approve the merger agreement.
At the effective time of the merger, each share of Elizabeth Arden common stock issued and outstanding immediately prior to the effective time (other
than any shares held by Elizabeth Arden as treasury shares or shares held by Revlon, RCPC or Sub) will be canceled, extinguished and automatically
converted into the right to receive $14.00 per share in cash, without interest, subject to any applicable withholding taxes. Pursuant to a Preferred Stock
Repurchase and Warrant Cancellation Agreement entered into on June 16, 2016, by and among Elizabeth Arden, Revlon, RCPC, Sub, Nightingale Onshore
Holdings, L.P. (“Nightingale Onshore”) and Nightingale Offshore Holdings, L.P. (“Nightingale Offshore” and, together with Nightingale Onshore,
“Nightingale”), immediately prior to the effective time of the merger, Elizabeth Arden will purchase all issued and outstanding shares of Elizabeth Arden
Series A Serial Preferred Stock, par value $0.01 (“Elizabeth Arden preferred stock”), beneficially held by Nightingale, with funds provided to (or paid on
behalf of) Elizabeth Arden by Revlon and the warrants owned by Nightingale to purchase 2,452,267 shares of Elizabeth Arden common stock at an exercise
price of $20.39 (the “Nightingale Warrants”) will be canceled for no additional consideration.
In connection with entering into the merger agreement, on June 16, 2016, Revlon, RCPC and Sub entered into a support agreement with Nightingale,
and a support agreement with E. Scott Beattie, Elizabeth Arden’s Chairman, President and Chief Executive Officer. Pursuant to such support agreements, each
of Nightingale and E. Scott Beattie agreed to vote their shares of capital stock in Elizabeth Arden in favor of the approval of the merger agreement and
against any competing proposal or any other action that would reasonably be expected to prevent, interfere with or delay the consummation of the merger. As
of the close of business on the record date of [—], 2016, (i) E. Scott Beattie beneficially held approximately [—] shares of Elizabeth Arden common stock,
which represent approximately [—]% of the total outstanding shares of Elizabeth Arden common stock, and (ii) Nightingale beneficially held approximately
[—] shares of Elizabeth Arden common stock and 50,000 shares of Elizabeth Arden preferred stock, which represent approximately [—]% of the total
outstanding shares of
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Elizabeth Arden common stock and 100% of the outstanding shares of Elizabeth Arden preferred stock, respectively. As of the record date, based on the
number of shares of Elizabeth Arden common stock, Elizabeth Arden preferred stock and Nightingale Warrants outstanding, Nightingale held [—]% of
outstanding voting power where Elizabeth Arden common stock and Elizabeth Arden preferred stock vote as a single class.
The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the
merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the
copy of the merger agreement attached as Annex A to the proxy statement.
The board of directors of Elizabeth Arden (the “Board”) carefully reviewed and considered the terms and conditions of the merger agreement, the
merger and the other transactions contemplated by the merger agreement. By a unanimous vote of all those directors in attendance, the Board (i) determined
that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair, advisable and in the best interest of
Elizabeth Arden and its shareholders, (ii) approved and adopted the merger agreement and the transactions contemplated by the merger agreement, including
the merger, upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the Florida Business Corporation Act and
(iii) recommended that Elizabeth Arden’s shareholders approve the merger agreement on the terms and subject to the conditions of the merger agreement.
Accordingly, the Board unanimously recommends a vote “FOR” the proposal to approve the merger agreement.
Your vote is important. Whether or not you plan to attend the special meeting and regardless of the number of shares you own, your careful
consideration of, and vote on, the proposal to approve the merger agreement is important, and we encourage you to vote promptly. The merger cannot be
completed unless the merger agreement is approved by (i) the holders of a majority of the outstanding shares of Elizabeth Arden common stock and Elizabeth
Arden preferred stock entitled to vote on such matter, voting as a single class, and (ii) the holders of a majority of the outstanding shares of Elizabeth Arden
common stock and Elizabeth Arden preferred stock entitled to vote on such matter, voting as separate classes. The failure to vote will have the same effect
as a vote “AGAINST” the proposal to approve the merger agreement.
If the proposal to approve the merger agreement does not receive the required approval from Elizabeth Arden’s shareholders, or if the merger is not
completed for any other reason, you will not receive any consideration from Revlon, RCPC or Sub for your shares of Elizabeth Arden common stock. Instead,
Elizabeth Arden will remain a public company and Elizabeth Arden common stock will continue to be listed and traded on the NASDAQ Global Select
Market.
After reading the accompanying proxy statement, please make sure to vote your shares promptly by completing, signing and dating the accompanying
proxy card and returning it in the enclosed prepaid envelope or by voting by telephone or through the Internet by following the instructions on the
accompanying proxy card. Instructions regarding all three methods of voting are provided on the proxy card. If you hold shares through an account with a
bank, broker, trust or other nominee, please follow the instructions you receive from it to vote your shares.
Thank you in advance for your continued support and your consideration of this matter.

E. Scott Beattie
Chairman, President and Chief Executive Officer
Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the
merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any
representation to the contrary is a criminal offense.
The accompanying proxy statement is dated [—], 2016 and is first being mailed to Elizabeth Arden’s shareholders on or about [—], 2016.
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ELIZABETH ARDEN, INC.
880 Southwest 145th Avenue, Suite #200
Pembroke Pines, Florida 33027

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on [—], 2016
To the Shareholders of Elizabeth Arden, Inc.:
A special meeting of shareholders of Elizabeth Arden, Inc. (“Elizabeth Arden”) will be held on [—], 2016, at [—] Eastern Time, at Elizabeth Arden’s
corporate offices located at 880 Southwest 145th Avenue, Suite #200, Pembroke Pines, Florida 33207, for the following purposes:

1. To consider and vote on a proposal to approve the Agreement and Plan of Merger, dated as of June 16, 2016 (the “merger agreement”), by and
among Elizabeth Arden, Revlon, Inc. (“Revlon”), Revlon Consumer Products Corporation, a Delaware corporation and Revlon’s direct wholly-

owned operating subsidiary (“RCPC”), and RR Transaction Corp., a Florida corporation and a wholly-owned subsidiary of RCPC (“Sub”),
pursuant to which Sub will merge with and into Elizabeth Arden, subject to the terms and conditions of the merger agreement (the “merger”);

2. To consider and vote on a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to

Elizabeth Arden’s named executive officers that is based on or otherwise relates to the merger; and

3. To consider and vote on a proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit
additional proxies in favor of the proposal to approve the merger agreement if there are insufficient votes at the time of the special meeting to
approve the merger agreement.
Only holders of record of (i) our Common Stock, par value $0.01 per share, and (ii) our Series A Serial Preferred Stock, par value $0.01 per share, as of
the close of business on [—], 2016 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. For 10 days
prior to the special meeting and during the special meeting, a list of shareholders entitled to vote will be available for inspection at our corporate office
located at 880 Southwest 145th Avenue, Suite #200, Pembroke Pines, Florida 33027.
Under the Florida Business Corporation Act (“FBCA”), appraisal rights will not be available to Elizabeth Arden’s shareholders in connection with the
merger.
For more information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger
agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the proxy statement.
The board of directors of Elizabeth Arden (the “Board”) carefully reviewed and considered the terms and conditions of the merger agreement, the
merger and the other transactions contemplated by the merger agreement. By a unanimous vote of all those directors in attendance, the Board (i) determined
that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair, advisable and in the best interest of
Elizabeth Arden and its shareholders, (ii) approved and adopted the merger agreement and the transactions contemplated by the merger agreement, including
the merger, upon the terms and subject to the conditions set forth in the merger agreement and in accordance with the FBCA and (iii) recommended that
Elizabeth Arden’s shareholders approve the merger agreement on the terms and subject to the conditions of the merger agreement.
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The Board unanimously recommends that at the special meeting you vote (1) “FOR” the proposal to approve the merger agreement, (2) “FOR”
the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to Elizabeth Arden’s named executive officers
that is based on or otherwise relates to the merger and (3) “FOR” the proposal to adjourn the special meeting if necessary or appropriate, including to
solicit additional proxies.
To assure that your shares are represented at the special meeting, regardless of whether you plan to attend the special meeting in person, please fill in
your vote, sign and mail the enclosed proxy card as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United
States. Alternatively, you may vote by telephone or through the Internet. Instructions regarding each of the methods of voting are provided on the enclosed
proxy card. If you are voting by telephone or through the Internet, then your voting instructions must be received by 11:59 p.m. Eastern Time on the day
before the special meeting. Your proxy is being solicited by the Board.
If you have any questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy
card or voting instructions, please call our proxy solicitor, D.F. King & Co., Inc., toll-free at [phone].
If you fail to return your proxy, vote by telephone or through the Internet or attend the special meeting in person, your shares will not be counted
for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to
approve the merger agreement.

By Order of the Board of Directors

Oscar E. Marina, Executive Vice President,
General Counsel and Secretary
Pembroke Pines, Florida
[—], 2016
Please Vote—Your Vote is Important
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TABLE OF CONTENTS

Page
SUMMARY TERM SHEET 1
The Parties 1
The Merger 2
The Special Meeting 2
Shareholders Entitled to Vote; Vote Required to Approve the Merger Agreement 2
Support Agreements 3
How to Vote 3
Recommendation of the Board; Reasons for Recommending the Approval of the Merger Agreement 4
Opinion of Elizabeth Arden’s Financial Advisor 4
Market Price and Dividend Data 5
Certain Effects of the Merger 5
Consequences if the Merger is Not Completed 5
Treatment of Equity Awards 5
Treatment of Series A Serial Preferred Stock and Warrants 6
Interests of Directors and Executive Officers in the Merger 6
Conditions to the Merger 6
Regulatory Approvals 7
Financing 7
Restrictions on Solicitation of Competing Proposals 8
Termination of the Merger Agreement 8
Termination Fees 10
Litigation Related to the Merger 10
Material U.S. Federal Income Tax Consequences of the Merger 10
Additional Information 10
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING 11
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 18
PARTIES TO THE MERGER 19
Elizabeth Arden 19
Revlon 19
RCPC 19
Sub 19
THE SPECIAL MEETING 21
Date, Time and Place of the Special Meeting 21
Purpose of the Special Meeting 21
Recommendation of the Board 21
Record Date and Quorum 22
Vote Required for Approval 22
Voting by Elizabeth Arden’s Directors and Executive Officers 23
Effect of Abstentions and Broker Non-Votes 23
No Appraisal Rights 24
How to Vote 24
Revocation of Proxies 24
Adjournments and Postponements 25
Solicitation of Proxies 25

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Shareholder List 25
Questions and Additional Information 25
PROPOSAL 1: APPROVAL OF THE MERGER AGREEMENT 26
PROPOSAL 2: NON-BINDING COMPENSATION ADVISORY PROPOSAL 27
PROPOSAL 3: AUTHORITY TO ADJOURN THE SPECIAL MEETING 28
THE MERGER 29
Overview 29
Background of the Merger 29
Recommendation of the Board 35
Reasons for Recommending the Approval of the Merger Agreement 35
Forward-Looking Financial Information 39
Opinion of Elizabeth Arden’s Financial Advisor 42
Interests of Directors and Executive Officers in the Merger 50
Certain Effects of the Merger 57
Consequences if the Merger is Not Completed 58
Financing of the Merger 58
Material U.S. Federal Income Tax Consequences of the Merger 59
Regulatory Approvals Required for the Merger 63
Litigation Related to the Merger 63
THE AGREEMENT AND PLAN OF MERGER 65
Date of the Merger Agreement 65
The Merger 65
Closing; Effective Time of the Merger 65
Merger Consideration 66
Treatment of Equity Awards Stock Options and RSU Awards 66
Treatment of Series A Serial Preferred Stock and Warrants 67
Exchange and Payment Procedures 67
Representations and Warranties 68
Conduct of Elizabeth Arden’s Business Pending the Merger 72
Restrictions on Solicitation of Competing Proposals 74
Obligation of the Board with Respect to Its Recommendation 76
Shareholders’ Meeting 78
Efforts to Complete the Merger 79
Financing 80
Transaction Litigation 82
Employee Benefit Matters 82
Treatment of Elizabeth Arden’s 7.375% Senior Notes due 2021 84
Other Covenants and Agreements 85
Conditions to the Merger 85
Termination 87
Termination Fees 89
Remedies 90
Expenses 91
Indemnification; Directors’ and Officers’ Insurance 91
Modification or Amendment 92
THE SUPPORT AGREEMENTS 93
THE PREFERRED STOCK REPURCHASE AND WARRANT CANCELLATION AGREEMENT 95

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MARKET PRICE AND DIVIDEND DATA 96
STOCK OWNERSHIP 97
OTHER MATTERS 99
FUTURE SHAREHOLDER PROPOSALS 100
HOUSEHOLDING OF PROXY MATERIAL 101
WHERE YOU CAN FIND MORE INFORMATION 102
Annex A—Agreement and Plan of Merger
Annex B—Opinion of Centerview Partners LLC
Annex C—Nightingale Support Agreement
Annex D—Beattie Support Agreement
Annex E—Preferred Stock Repurchase and Warrant Cancellation Agreement

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SUMMARY TERM SHEET
This summary highlights certain information in this proxy statement, but may not contain all of the information that may be important to you. You
should carefully read the entire proxy statement and the attached Annexes and the other documents to which this proxy statement refers you for a more
complete understanding of the matters being considered at the special meeting. In addition, this proxy statement incorporates by reference important
business and financial information about Elizabeth Arden, Inc. You may obtain the information incorporated by reference in this proxy statement
without charge by following the instructions in the section entitled “Where You Can Find More Information.” In this proxy statement, unless the
context otherwise indicates, we refer to Elizabeth Arden, Inc. and its subsidiaries as “Elizabeth Arden,” “we,” “us” or “our.”
The Parties (see page 19)
Elizabeth Arden, Inc. is a global prestige beauty products company with an extensive portfolio of prestige fragrance, skin care and cosmetics
brands. In addition to our owned and licensed fragrance brands, Elizabeth Arden distributes approximately 280 additional prestige fragrance brands,
primarily in the United States, through distribution agreements and other purchasing arrangements. Elizabeth Arden sells its prestige beauty products to
retailers and other outlets in the United States and internationally. In the United States, Elizabeth Arden sells its Elizabeth Arden skin care and cosmetics
products primarily in prestige retailers, and its fragrances in prestige and mass retailers. Elizabeth Arden also sells its Elizabeth Arden branded
fragrances, skin care and cosmetics products and other fragrance lines in approximately 120 countries worldwide primarily through department stores,
perfumeries, pharmacies, specialty retailers, and other retail shops and “duty free” and travel retail locations. In addition, Elizabeth Arden sells its
Elizabeth Arden products and certain other prestige fragrances directly to consumers through its Elizabeth Arden branded retail outlet stores and its
website. Elizabeth Arden’s principal executive offices are located at 880 Southwest 145th Avenue, Suite #200, Pembroke Pines, Florida 33027 and its
telephone number is [phone].
Revlon, Inc., a Delaware corporation (which we refer to as “Revlon”), conducts its business exclusively through its direct wholly-owned operating
subsidiary RCPC (as defined below) and its subsidiaries. Revlon is an indirect majority-owned subsidiary of MacAndrews & Forbes Incorporated
(together with certain of its affiliates other than Revlon, “MacAndrews & Forbes”), a corporation wholly-owned by Ronald O. Perelman. Revlon
manufactures, markets and sells worldwide an extensive array of beauty and personal care products, including color cosmetics, hair color, hair care and
hair treatments, beauty tools, men’s grooming products, anti-perspirant deodorants, fragrances, skincare and other beauty care products. Revlon’s
principal executive offices are located at One New York Plaza, 49th Floor, New York, New York 10004, and its telephone number is [phone].
Revlon Consumer Products Corporation, a Delaware corporation and Revlon’s direct wholly-owned operating subsidiary (which we refer to as
“RCPC”) manufactures, markets and sells worldwide an extensive array of beauty and personal care products, including color cosmetics, hair color, hair
care and hair treatments, beauty tools, men’s grooming products, anti-perspirant deodorants, fragrances, skincare and other beauty care products. RCPC’s
principal executive offices are located at c/o Revlon, Inc., One New York Plaza, 49th Floor, New York, New York 10004, and its telephone number is
[phone].
RR Transaction Corp., a Florida corporation and a wholly-owned subsidiary of RCPC (which we refer to as “Sub”), was formed solely for the
purpose of engaging in the transactions contemplated by the merger agreement (as defined below). Sub has not engaged in any business except for
activities incidental to its formation and as contemplated by the merger agreement. Upon completion of the merger (as defined below), Sub will merge
with and into Elizabeth Arden, and Sub will cease to exist. Sub’s principal executive offices are located at c/o Revlon, Inc., One New York Plaza, 49th
Floor, New York, New York 10004, and its telephone number is [phone].

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The Merger (see page 29)
On June 16, 2016, Elizabeth Arden, Revlon, RCPC and Sub entered into an Agreement and Plan of Merger (which, as amended from time to time,
we refer to as the “merger agreement”). Under the terms of the merger agreement, subject to the satisfaction or waiver of specified conditions, Sub will
merge with and into Elizabeth Arden (which we refer to as the “merger”). Elizabeth Arden will survive the merger as a wholly-owned subsidiary of
RCPC (which we refer to as the “surviving corporation”).
Upon completion of the merger, each share of Elizabeth Arden common stock, par value $0.01 per share (which we refer to as “Elizabeth Arden
common stock”), that is issued and outstanding immediately prior to the effective time of the merger (other than any shares held by Elizabeth Arden as
treasury shares or shares held by Revlon, RCPC or Sub, which we refer to as “Excluded Shares”) will be canceled, extinguished and automatically
converted into the right to receive $14.00 per share, in cash, without interest (which we refer to as the “merger consideration”), subject to any applicable
withholding taxes. Pursuant to a Preferred Stock Repurchase and Warrant Cancellation Agreement (which we refer to as the “Repurchase Agreement”)
entered into by Elizabeth Arden, Revlon, RCPC, Sub, Nightingale Onshore Holdings, L.P. (which we refer to as “Nightingale Onshore”) and Nightingale
Offshore Holdings, L.P. (which we refer to as “Nightingale Offshore” and, together with Nightingale Onshore, “Nightingale”) on June 16, 2016 in
connection with the merger agreement, immediately prior to the effective time of the merger, Elizabeth Arden will purchase all issued and outstanding
shares of Elizabeth Arden Series A Serial Preferred Stock, par value $0.01 (which we refer to as “Elizabeth Arden preferred stock”), beneficially held by
Nightingale, with funds provided to (or paid on behalf of) Elizabeth Arden by Revlon and the warrants owned by Nightingale to purchase 2,452,267
shares of Elizabeth Arden common stock at an exercise price of $20.39 (which we refer to as the “Nightingale Warrants”) will be canceled for no
additional consideration. See the section entitled “The Preferred Stock Repurchase and Warrant Cancellation Agreement” beginning on page 95.
Following the completion of the merger, Elizabeth Arden will become a wholly-owned subsidiary of RCPC, and Elizabeth Arden common stock
will be delisted from the NASDAQ Global Select Market (which we refer to as “NASDAQ”), deregistered under the Securities Exchange Act of 1934, as
amended (which we refer to as the “Exchange Act”), and cease to be publicly traded.
The Special Meeting (see page 21)
The special meeting will be held on [—], 2016, at [—] Eastern Time, at Elizabeth Arden’s corporate offices located at 880 Southwest 145th
Avenue, Suite #200, Pembroke Pines, Florida 33207. At the special meeting, you will be asked to, among other things, vote for the proposal to approve
the merger agreement See the section entitled “The Special Meeting,” beginning on page 21, for additional information on the special meeting,
including how to vote your shares of Elizabeth Arden common stock.
Shareholders Entitled to Vote; Vote Required to Approve the Merger Agreement (see page 22)
You may vote at the special meeting if you were a holder of Elizabeth Arden common stock or Elizabeth Arden preferred stock, as of the close of
business on [—], 2016, which is the record date for the special meeting (which we refer to as the “record date”). Based on the number of shares of
Elizabeth Arden common stock, Elizabeth Arden preferred stock and Nightingale Warrants outstanding as of the record date, each share of Elizabeth
Arden common stock is entitled to one vote per share and each share of Elizabeth Arden preferred stock is entitled to [—] votes per share for the purposes
of voting on matters as a single class. As of the record date, there were [—] shares of Elizabeth Arden common stock and 50,000 shares of Elizabeth
Arden preferred stock issued and outstanding and entitled to vote at the special meeting. The approval of the merger agreement by Elizabeth Arden’s
shareholders requires (i) the affirmative vote of the holders of a majority of the outstanding

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