Item 1.01. Entry into a Material Definitive Agreement.
As previously
disclosed, on June 15, 2022 (the “Petition Date”), Revlon, Inc. (“Revlon”)
and certain subsidiaries, including Revlon Consumer Products Corporation (“Products Corporation”
and together with Revlon, the “Company”) (the chapter 11 filing entities collectively,
the “Debtors”), filed voluntary petitions for reorganization under Chapter
11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United
States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).
The cases (the “Chapter 11 Cases”) are being administered under the caption
In re Revlon, Inc., et al. (Case No. 22-10760 (DSJ)). The Debtors continue to operate their businesses as “debtors-in-possession”
under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the
Bankruptcy Court.
Amendment to DIP Emergence Milestone
In connection with the Chapter 11 Cases, Revlon,
Products Corporation and certain of Revlon’s direct and indirect subsidiaries entered into (i) the Super-Priority
Senior Secured Debtor-in-Possession Asset-Based Credit Agreement, dated June 30, 2022, by and among Products Corporation, as the Borrower,
Revlon, as Holdings, the lenders party thereto and MidCap Funding IV Trust, as Administrative Agent and Collateral Agent (the “DIP
ABL Credit Agreement”) and (ii) the Super-Priority Senior Secured Debtor-in-Possession
Credit Agreement, dated as of June 17, 2022, by and among Products Corporation, as the Borrower, Revlon, as Holdings, the lenders party
thereto and Jefferies Finance LLC, as Administrative Agent and Collateral Agent (the “DIP
Term Loan Credit Agreement” and together with the DIP ABL Credit Agreement, the “DIP
Credit Agreements”).
On March 6, 2023, the Debtors
amended (i) Section 6.20(h) of the DIP ABL Credit Agreement and (ii) Section 6.17(h) of the DIP Term Loan Credit Agreement to extend the
required milestone date (such milestone date, the “DIP Emergence Milestone Date”)
for occurrence of the Plan Effective Date (as defined in the DIP ABL Credit Agreement and the DIP Term Loan Credit Agreement) from April
18, 2023 to April 28, 2023.
Amendment to Backstop Commitment
Agreement
Also, as previously disclosed, on February 21, 2023,
the Debtors entered into the amended and restated backstop commitment agreement (the “BCA”)
with certain of its lenders under the previously disclosed Restructuring Support Agreement (collectively, the “Equity
Commitment Parties”), pursuant to which each of the Equity Commitment Parties has agreed to backstop, severally and not jointly
and subject to the terms and conditions in the Backstop Commitment Agreement, the $670 million equity rights offering.
On March 9, 2023, the Debtors
amended (i) Section 10.3(f) of the BCA and (ii) Section 10.4(e) of the BCA to extend the Closing Date (as defined in the BCA) termination
event thereunder from April 18, 2023 to April 28, 2023.
Amendment to Debt Commitment Letter
Also, as previously disclosed, on January 17, 2023,
the Debtors entered into the $200,000,000 Incremental New Money Facility Backstop Commitment Letter (as amended and restated from time
to time, the “Debt Commitment Letter”) with the debt commitment parties thereto
(the “Debt Commitment Parties”), pursuant to which the Debt Commitment Parties
committed to fund up to $200 million in net cash proceeds to the Debtors in connection with a new senior secured first lien term loan
facility upon emergence from the Chapter 11 Cases.
On March 9, 2023, the
Debtors amended (i) Section 7(a) of the Debt Commitment Letter and (ii) Section 7(b) of the Debt Commitment Letter to extend the Expiration
Date (as defined in the Debt Commitment Letter) termination event thereunder from April 18, 2023 to April 28, 2023.
Cautionary Statement Regarding
Forward-Looking Information
Certain statements in this Current Report on Form 8-K are “forward-looking
statements” made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. The
Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain
risks and other factors, which could include the following: risks and uncertainties relating to the bankruptcy petitions, including but
not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the bankruptcy petitions, the
effects of the bankruptcy petitions on the Company and on the interests of various constituents, Bankruptcy Court rulings on the bankruptcy
petitions and the outcome of the bankruptcy petitions in general, the length of time the Company will operate under the bankruptcy petitions,
risks associated with third-party motions in the bankruptcy petitions, the potential adverse effects of the bankruptcy petitions on the
Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s
reorganization; the conditions to which the Company’s debtor-in-possession financing is subject and the risk that these conditions
may not be satisfied for various reasons, including for reasons outside of the Company’s control; the consequences of the acceleration
of our debt obligations; trading price and volatility of the Company’s Class A common stock as well as other risk factors set forth
in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.
The Company therefore cautions readers against relying on these forward-looking statements. All forward-looking statements attributable
to the Company or persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing cautionary statements.
All such statements speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.