Item 8.01. Other Events.
Potential Capital Raise
Revlon may seek to raise
capital during 2022. On March 31, 2022, the Company plans to file a registration statement on Form S-3 (the “Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) to sell up to $75 million of debt, equity and other securities (the
“Securities”) in one or more registered offerings from time to time. Some or all of the net proceeds
from any capital raise may be used to manage and help alleviate the supply chain disruptions that have been previously disclosed by the
Company and that have impacted the Company’s ability to meet customer demand for its products.
The
Registration Statement has not been filed and is not yet effective. This Form 8-K does not constitute an offer of any securities for sale.
The Securities to which the Registration Statement relates may not be sold nor may offers to buy be accepted prior to the time the Registration
Statement becomes effective.
This
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Securities, nor shall there be any sale of the
Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Amendment to 2021 Asset Based Term Loan Credit Agreement
On March 30, 2022, Revlon Finance LLC, a Delaware
limited liability company and wholly-owned subsidiary of Revlon (“Revlon Finance”), entered into the First Amendment (“First
Amendment”) to that certain Asset-Based Term Loan Credit Agreement, dated as of March 2, 2021 (as amended, restated, amended and
restated, waived, supplemented or otherwise modified from time to time prior to the First Amendment, the “2021 Foreign ABTL”),
by and among Revlon Finance, as borrower, each other loan party, the several banks and other financial institutions or entities from time
to time parties to the 2021 Foreign ABTL as lenders, and Blue Torch Finance LLC, as administrative agent and collateral agent.
The First Amendment, among other things, made
certain changes to the calculation of the borrowing base that have the effect of temporarily increasing the borrowing base for one year
after the effective date of the First Amendment. Initially the increase in the borrowing base is estimated to be approximately $7
million. Revlon Finance is required to pay customary fees in connection with the First Amendment.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K (“Form 8-K”) contains statements that may be deemed forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are therefore entitled to the protection
of the safe harbor provisions of these laws. You can generally identify forward-looking statements by the use of forward-looking
terminology such as “anticipate”, “believe”, “continue”, “could”, “estimate”,
“expect”, “intend”, “may”, “might”, “plan”, “potential”, “predict”,
“seek”, or “should”, or the negative thereof or other variations thereon or comparable terminology. The Company
cannot give any assurance that expectations about future events will prove to be correct. These statements involve risks and uncertainties,
including, but not limited to, the success of any capital raising activities, the effectiveness of the Registration Statement and the
completion of any sale or purchase of Securities pursuant to the Registration Statement. The Company is also subject to governmental,
economic and public health factors outside of the Company’s control that may cause its business, industry, strategy or capital raising
activities to differ materially. Please also see “Risk Factors” and “Forward-Looking statements” in the Company’s
most recently filed annual report on Form 10-K and subsequent filings. The Company undertakes no obligation to update or revise any of
the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.