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.
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”).
As
previously disclosed, on November 13, 2022, the Debtors amended
(i) Section 6.20(e) of the DIP ABL Credit Agreement and (ii) Section 6.17(e) of the DIP Term Loan Credit Agreement to extend the required
milestone date (such milestone date, the “DIP RSA Milestone Date”) for the Debtors to enter into an Acceptable Restructuring
Support Agreement (as defined in the DIP ABL Credit Agreement and the DIP Term Loan Credit Agreement) from November 15, 2022 to December
14, 2022. On December 11, 2022, the Debtors further amended the DIP Credit Agreements to extend the DIP RSA Milestone Date from December
14, 2022 to December 16, 2022.
Also,
on December 11, 2022, the Debtors amended (i) Section 6.20(f) of the DIP ABL Credit Agreement and (ii) Section 6.17(f) of the DIP Term
Loan Credit Agreement to extend the required milestone date (such milestone date, the “ DIP Plan Milestone Date”)
for the Debtors to file an Acceptable Plan of Reorganization and an Acceptable Disclosure Statement (each as defined in the DIP ABL Credit
Agreement and the DIP Term Loan Credit Agreement) from December 14, 2022 to December 16, 2022.
Notwithstanding
these extensions, the Debtors still remain on target to emerge from Chapter 11 bankruptcy by April 15, 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.