| Item 1.01. |
Entry into a Material Definitive Agreement.
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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.
Also, as previously disclosed, on April 3, 2023, the Bankruptcy Court entered an order confirming the Third Amended Joint Plan of Reorganization of Revlon, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (including all exhibits and supplements thereto, the “Plan”). Although the Company obtained the various milestone extensions described below, the Company expects the effective date of the Plan to occur on or before May 2, 2023.
MidCap Exit Financing Commitment Letter
In addition, on April 24, 2023, Products Corporation entered into a commitment letter (the “MidCap
Commitment Letter”) with MidCap Financial Trust pursuant to which MidCap Financial Trust and/or one or more of its affiliates (collectively, “MidCap”) has committed to provide
a senior secured asset-based revolving loan facility with revolving commitments in an aggregate principal amount of up to $325.0 million (the “MidCap Exit Facility”), subject to a sufficient
borrowing base and otherwise on the terms set forth in the MidCap Commitment Letter. The MidCap Commitment Letter provides for post-emergence financing in the form of the MidCap Exit Facility, subject to a customary borrowing base. The MidCap Exit
Facility is scheduled to mature on the earlier of (i) three years from the closing date, subject to two one-year extensions upon the election of the borrower and satisfaction of certain conditions, and (ii) 91 days prior to the maturity of the
Company’s term loan exit financing to the extent any portion of such term loan exit financing is outstanding on such date. Loans under the MidCap Exit Facility are not subject to amortization.
The effectiveness of the MidCap Exit Facility will be subject to customary closing conditions, including consummation of the Plan. The
foregoing description of the MidCap Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the MidCap Commitment Letter which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
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 April 21, 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 28, 2023 to May 31, 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 April 21, 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 28, 2023 to May 31, 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 April 21, 2023, the Debtors amended (x) (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 28, 2023 to May 31, 2023 and (y) Section 1 of the Debt Commitment Letter to increase the funding commitment by the Debt
Commitment Parties from $200 million to $275 million.
Amendment to Restructuring Support Agreement
Also, as previously disclosed, on February 21, 2023, the Debtors entered into the
Amended and Restated Restructuring Support Agreement (the “RSA”) with certain of the Company’s prepetition lenders under the
previously disclosed 2020 BrandCo Credit Agreement (the “Consenting BrandCo Lenders”), the Official Committee of Unsecured Creditors in the Debtors’ Chapter 11 Cases (together with the Consenting BrandCo Lenders, the “Original Consenting
Creditor Parties”) and certain of the Company’s prepetition lenders under the previously disclosed 2016 Credit Agreement (together with the Original Consenting Creditor Parties, the “Consenting Creditor Parties”) , pursuant
to which the Consenting Creditor Parties have agreed, subject to certain terms and conditions, to support a restructuring of the existing corporate debt of, existing equity interests in, and certain
other obligations of the Debtors.
On April 21, 2023, the Debtors amended Section 4.01(f) of the RSA to extend the required milestone date for occurrence of the Plan
Effective Date (as defined in the RSA) from April 28, 2023 to May 31, 2023.