Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on June 15, 2022 (the "Petition Date"), Revlon, Inc.
(the "Company") and certain subsidiaries, including Revlon Consumer Products
Corporation ("Products Corporation") (together with the Company, 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 "Court"). The cases are being
administered under the caption In re Revlon, Inc., et al. (Case No. 22-10760
(DSJ)) (the "Cases").The Debtors continue to operate their businesses as
"debtors-in-possession" under the jurisdiction of the Court and in accordance
with the applicable provisions of the Bankruptcy Code and orders of the Court.
On June 17, 2022, all or certain of the Debtors entered into (i) a
superpriority, senior secured and priming debtor-in-possession asset-based
revolving credit facility (the "DIP ABL Facility") in the maximum aggregate
principal amount of $400 million, with certain financial institutions party
thereto as lenders and MidCap Funding IV Trust, as administrative agent and
collateral agent, (ii) a superpriority, senior secured and priming
debtor-in-possession term loan credit facility (the "DIP Term Loan Facility"),
in the aggregate principal amount of $575 million, with certain financial
institutions party thereto as lenders and Jefferies Finance, LLC, as
administrative agent and collateral agent, and (iii) a superpriority junior
secured debtor-in-possession intercompany credit facility (the "Intercompany DIP
Facility" and, together with the DIP ABL Facility and the DIP Term Loan
Facility, the "DIP Facilities") with the Debtors that are BrandCos (as defined
in the BrandCo Credit Agreement, dated as of May 7, 2020 (as amended, modified
or supplemented from time to time, the "BrandCo Credit Agreement"), by and among
Products Corporation, the Company, the other loan parties and lenders party
thereto and Jefferies Finance LLC, as administrative agent and each collateral
agent) (the "BrandCos"). On June 17, 2022, the Court approved the DIP Facilities
on an interim basis pursuant to the Interim Order for the DIP Facilities (as
defined herein) and the closing of these facilities occurred. Borrowings of $375
million under the DIP Term Loan Facility and borrowings under the DIP ABL
Facility are being used to, among other things, refinance certain obligations
under (i) that certain Asset-Based Revolving Credit Agreement, dated as of
September 7, 2016 (as amended, modified or supplemented from time to time prior
to the Petition Date, the "ABL Credit Agreement"), by and among Products
Corporation, certain local borrowing subsidiaries from time to time party
thereto, the Company, certain lenders party thereto and MidCap Funding IV Trust,
as administrative agent and collateral agent and (ii) that certain Asset-Based
Term Loan Credit Agreement, dated as of March 2, 2021 (as amended, modified or
supplemented from time to time, the "Foreign ABL Credit Agreement"), by and
among Revlon Finance LLC, as the borrower, the guarantors party thereto, the
lenders party thereto and Blue Torch Finance LLC, as administrative agent and
collateral agent.
The DIP ABL Facility, among other things, provides for (i) an asset-based
revolving credit facility in the maximum aggregate amount of $270 million (the
"Tranche A DIP ABL Facility"), the initial proceeds of which were used to
refinance the Tranche A Revolving Secured Obligations (as defined in the ABL
Credit Agreement), and (ii) an asset-based term loan facility in the amount of
$130 million (the "SISO DIP ABL Facility"), the proceeds of which were used to
refinance the SISO Secured Obligations (as defined in the ABL Credit Agreement).
The remaining proceeds of the DIP ABL Facility will be used for general
corporate purposes of the Debtors, including to pay expenses in connection with
the Cases, in accordance with the terms of the Interim Order for the DIP
Facilities. The borrowing base in respect of the Tranche A DIP ABL Facility is
consistent with the borrowing base under the ABL Credit Agreement (without
giving effect to the accommodation provided for in Amendment No. 9 thereto and
subject to an availability reserve of $25 million and a carve-out reserve for
certain professional fees).
The maturity date of the DIP ABL Facility is the earliest of (i) June 17, 2023
(the "Stated Maturity Date"), with an option to extend to the earlier of 180
days after the Stated Maturity Date and the extended maturity date of the DIP
Term Loan Facility following the exercise by Products Corporation of its option
to extend the maturity date thereunder; (ii) July 22, 2022, if a final order
approving the DIP ABL Facility has not been entered by the Court on or before
such date; (iii) the effective date of any chapter 11 plan for the
reorganization of any Debtor; (iv) the consummation of any sale or other
disposition of all or substantially all of the assets of the Debtors pursuant to
Bankruptcy Code §363; (v) the date of the acceleration of the DIP ABL Facility
and termination of the corresponding commitments in accordance with the
definitive documents governing the DIP ABL Facility; (vi) the date the Court
orders the conversion of the Cases of any of the Debtors to a chapter 7
liquidation, (vii) the rejection or termination of the BrandCo License
Agreements (as defined in the BrandCo Credit Agreement) and (viii) the dismissal
of the Cases of any Debtor without the consent of the holders of more than 50%
of the loans and commitments under the Tranche A DIP ABL Facility. The
outstanding principal of the DIP ABL Facility is due and payable in full on the
maturity date.
The DIP ABL Facility is secured by a perfected (i) first priority priming
. . .
Item 2.03. Creation of a Direct Financial Obligation or Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above with respect to the DIP Facilities
is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On June 16, 2022, the Company was notified by the New York Stock Exchange (the
"NYSE") that, as a result of the Cases, and in accordance with Section 802.01D
of the NYSE Listed Company Manual, the NYSE has commenced proceedings to delist
the Company's Class A common stock from the NYSE. Under NYSE delisting
procedures, the Company has the right to appeal this determination. The Company
is currently considering whether to appeal this delisting decision, and will
make that determination prior to the expiration of the appeal period.
Item 8.01. Other Events.
On June 21, 2022, a portion of the proceeds of the initial borrowing under the
DIP Term Loan Facility were used to repay in full and terminate the Foreign ABL
Credit Agreement.
3
--------------------------------------------------------------------------------
Cautionary Note Regarding Forward-Looking Statements
This Form 8K includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Some of the forward-looking
statements in this Form 8-K can be identified by the use of forward-looking
terms such as "believes," "expects," "projects," "forecasts," "may," "will,"
"estimates," "should," "would," "anticipates," "plans," "intends" or other
comparable terms. Forward-looking statements speak only as of the date they are
made and, except for the Company's ongoing obligations under the U.S. federal
securities laws, the Company does not undertake any obligation to publicly
update any forward-looking statement, whether to reflect actual results of
operations; changes in financial condition; changes in results of operations and
liquidity, changes in general U.S. or international economic or industry
conditions; changes in estimates, expectations or assumptions; or other
circumstances, conditions, developments or events arising after the date of this
Form 8-K. You should not rely on forward-looking statements as predictions of
future events. 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 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 stakeholders, 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 any 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; whether the Company will emerge, in whole or in part, from
insolvency proceedings as a going concern; the consequences of the acceleration
of the Company's debt obligations; trading price and volatility of the Company's
common stock, indebtedness and other claims as well as other risk factors set
forth in the Company's Annual Report on Form 10K and Quarterly Reports on Form
10Q filed with the SEC. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
10.1 Summary of Terms and Conditions of Revlon Consumer Products Corporation's
Senior Secured Super-Priority Debtor-in-Possession Asset-Based Revolving
Credit Facility, among Revlon Consumer Products Corporation, as Borrower,
Revlon, Inc., as Holdings, the subsidiaries of Revlon Consumer Products
Corporation party thereto, MidCap Funding IV Trust, as DIP ABL Agent and
the lenders party thereto.
10.2 Superpriority Senior Secured Debtor-in-Possession Credit Agreement, dated
as of June 17, 2022, by and among Revlon Consumer Products Corporation, a
debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code,
as the Borrower, Revlon, Inc., a debtor and debtor-in-possession under
chapter 11 of the Bankruptcy Code, as Holdings, the lenders party thereto
and Jefferies Finance LLC, as Administrative Agent and Collateral Agent.
104 Exhibit 104 Cover page from this Current Report on Form 8K, formatted in
Inline XBRL (included as Exhibit 101).
4
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
REVLON, INC. 
