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”).
On November
13, 2022, the Debtors amended (i) Section 6.20(e) of the DIP ABL Credit Agreement (such amendment, the “DIP ABL Amendment”)
and (ii) Section 6.17(e) of the DIP Term Loan Credit Agreement (such amendment, the “DIP Term Loan Amendment” and together
with the DIP ABL Amendment, the “DIP Amendments”) providing that the required 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)
has been extended from November 15, 2022 to December 14, 2022 (such extension, the “DIP RSA Milestone Extension”).
Notwithstanding the DIP RSA Milestone Extension, the Debtors still remain on target to emerge from Chapter 11 bankruptcy by April 15,
2023.
The DIP Amendments were agreed to by the lenders under
the DIP Credit Agreements as an accommodation to allow the Debtors to document and further negotiate an agreement in principle on the
terms of a proposed plan of reorganization among the Debtors, certain of the Company’s prepetition lenders under the previously
disclosed 2020 BrandCo Credit Agreement (which lenders also control the majority of the loans outstanding under the DIP Term Loan Credit
Agreement), certain other constituencies and the Unsecured Creditors’ Committee in the Debtors’ Chapter 11 Cases. The foregoing
description of the agreement in principle regarding a proposed plan of reorganization does not purport to be complete and the agreement
in principle is subject to the finalization of certain terms by the parties thereto, requisite approvals and certain other conditions.
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.