Revlon

Action on the dealmaking front at Revlon Inc. seems to be germinating after its majority owner, MacAndrews & Forbes, essentially announced in January it is open to selling the company. Some sources have gone as far as to suggest that lack of industry chatter indicates a deal simply isn’t imminent.

This story first appeared in the March 9, 2016 issue of WWD. Subscribe Today.

But the reason MacAndrews & Forbes filed a note with the Securities and Exchange Commission in the first place could be because Revlon was approached by a strategic buyer, a detail MacAndrews & Forbes would not confirm. In today’s M&A environment, where beauty companies and their innovation- and replenishment-driven sales are hot commodities, sources say it would not be surprising for a would-be buyer to have approached Revlon.

Whether a deal is looming or not, Revlon’s $1.88 billion market capitalization, which is small relative to other public beauty players (the Estée Lauder Cos. Inc. has a $33.9 billion market cap, and L’Oréal’s is $87.1 billion) means there are plenty of potential buyers big enough to go through with a deal. Some, like Unilever or Procter & Gamble Co., are considered unlikely purchasers. Unilever has demonstrated more of a focus on skin care, and P&G is in the middle of shedding 41 beauty brands. Coty, which sources say would perhaps be the most obvious fit, is in the middle of buying that P&G beauty portfolio for $12.5 billion, and is seen as unlikely to bid on Revlon while it is integrating those assets. Lauder focuses on the prestige market, and sources say L’Oréal would face too many regulatory hurdles. According to a handful of beauty industry sources, the companies most likely to show interest in a deal for Revlon are Henkel AG & Co., Kao, Kosé, LG Household & Home Care, Pola Cosmetics or even MacAndrews & Forbes, which theoretically could take the publicly traded Revlon private. A hookup with a private equity firm is also a possibility.

Here is a look at possible suitors.

Henkel: If a European strategic buyer were to buy Revlon, sources agree Henkel is the most likely option. The business has a sizable hair-care portfolio that includes Schwarzkopf and Sexy Hair — Revlon’s hair-care business is seen as complementary.

Kao: Sources also see Tokyo-based Kao as a potential bidder because of hair care, indicating that the two business’ professional hair-care portfolios could mesh well. Revlon’s professional hair-care business added to a 2.4 percent increase in net sales for Revlon’s professional segment in 2015, the company said. That unit brought in $47.1 million in net sales for the year.

Kosé: Another Tokyo-based business, Kosé, also could consider a bid for Revlon as a way to grow in the U.S. market. As of now, the business is heavily rooted in Asia and has a distinct skin-care focus — except for Tarte, which Kosé acquired in 2014. At the time of that deal, Kosé said it was focused on expanding its overseas operations and “starting to increase the pace of becoming a more global organization by entering countries where the company does not yet have a presence.”

LG Household & Home Care: Considered a likely potential bidder both because of its scale and interest in acquiring Elizabeth Arden in 2014, LG Household & Home could bid on Revlon as a move to expand in the U.S., sources said. After LG H&H said it was no longer considering a bid for Arden, the company said it would continue to pursue M&A as part of a medium- to long-term strategy. LG H&H has the capacity to make Almay a hit in Asia, where consumers would be drawn to its hypoallergenic formulas.

Pola Cosmetics: With only one color cosmetics brand, Vivoke, Revlon would bulk the business up in that category. The Japanese-based business expressed interest in international expansion when it acquired California-based skin-care brand Jurlique, in 2011. But Revlon would be a much larger deal, and industry sources are split on whether Pola would look into it.

MacAndrews & Forbes: Ronald Perelman’s investment vehicle is no stranger to a takeover. The business tried to take the company private in 2009 in a deal that resulted in a lawsuit with the Securities and Exchange Commission, in which the SEC alleged Revlon misled shareholders in connection with the deal. Some sources say Perelman is still interested in running Revlon, and could potentially partner with a private equity firm to take the company private. A comment could not be obtained from MacAndrews & Forbes.

The beauty of the strategic alternatives statement is its vagueness ­— it could yield nothing, or a sale of the entire company or a break up of the brands, experts say. Spinning off brands is not out of the question, sources said. In that vein, reports have been circulating the Revlon has put Almay in play.

“The decision to unbundle the divisions, the brands, has become one of the smart and accepted financial measures to get the most value out of the business and not make a purchaser feel like they’ve got to have both,” said Wendy Liebmann, chief executive officer of WSL Strategic Retail. “At various times over the years they’ve tried to sell off the Almay brand but with no success.”

When Revlon released its latest earnings — including a sharp increase in net income for the quarter to $24.8 million from $2.7 million in the year-ago period — it said that overall sales for the consumer segment, which were up 8.8 percent on a constant currency basis, were offset by lower sales from Almay. That day, Revlon chief executive officer Lorenzo Delpani announced he was stepping down for “personal reasons” and clarified that his decision had “nothing to do with the announcement that MacAndrews & Forbes has made.” Delpani said the business would appoint someone to the position “soon.” Revlon also has a chief financial officer spot to fill.

Those vacancies could affect a deal process, should one be in the works.

While most executives subscribe to the long-held view that a company needs to have a C-suite during a sale process, some say a potential buyer could view the departures as an opportunity. “As long as a process can be run smoothly even without some senior leaders, this…gives the buyer an opportunity to bring in their own team,” said Arash Farin of The Sage Group. A transitioning C-suite could also affect business at the retail level, where other brands could see retail confusion with Revlon’s situation as a chance to move in on shelf space. Who Revlon places as its next ceo could hint at the direction the company’s planning to take — a finance executive may be more apt to “slice and dice” versus another type of leader, Liebmann said.