UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: ~~March~~April 174, 2023

(Date of earliest event reported: March 1631, 2023)

Commission File Number	Registrant; State of Incorporation; Address and Telephone Number	IRS Employer Identification No.
1-11178	Revlon, Inc. ~~Delaware 55 Water Street New York, New York, 10041 212-527-4000~~	13-3662955
33-59650	Revlon Consumer Products Corporation Delaware 55 Water Street New York, New York, 10041 212-527-4000	13-3662953
	Delaware One New York Plaza New York, New York, 10004 212-527-4000
33-59650	Revlon Consumer Products Corporation	13-3662953
	Delaware One New York Plaza New York, New York, 10004 212-527-4000

Former Name or Former Address, if Changed Since Last Report: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) or 12(g) of the Act:

	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Revlon, Inc.	Class A Common Stock	REVRQ	*
Revlon Consumer Products Corporation	None	N/A	N/A

Indicate by check mark whether each registrant is an "“emerging growth company"” as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) in Rule 12b-2 of the Exchange Act.

* Revlon, Inc.’s Class A Common Stock began trading exclusively on the over-the-counter market on October 21, 2022 under the symbol REVRQ.

~~Revlon, Inc.~~ Emerging Growth Company Revlon, Inc. ☐ Revlon Consumer Products Corporation ☐

If an emerging growth company, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 71.0103. ~~Regulation~~Bankruptcy FDor ~~Disclosure~~Receivership.

~~Plan~~As ~~Supplement~~previously disclosed, on June 15, 2022 (the “Petition Date”) and June 16, 2022, 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.

AsOn ~~previously~~March ~~disclosed~~31, ~~on June 15~~2023, ~~2022 (~~the ~~“Petition~~Debtors ~~Date”),~~filed ~~Revlon,~~the ~~Inc. (“Revlon”) and certain subsidiaries, including Revlon Consumer Products Corporation (“Products~~Third ~~Corporation”~~Amended ~~and~~Joint ~~together~~Plan ~~with~~of ~~Revlon,~~Reorganization ~~the~~of ~~“Company”) (the chapter 11 filing entities collectively~~Revlon, ~~the~~Inc. ~~“Debtors”),~~and ~~filed~~Its ~~voluntary~~Debtor ~~petitions~~Affiliates ~~for~~Pursuant ~~reorganization~~to ~~under~~ Chapter 11 of the ~~United States~~ Bankruptcy Code ~~(the~~[Docket ~~“Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”)~~No. ~~The~~1727] ~~cases~~ (~~the~~as ~~“Chapter~~may 11be ~~Cases”) are being administered under the caption In re Revlon~~amended, ~~Inc.~~supplemented, etor ~~al.~~otherwise ~~(Case~~modified ~~No.~~from ~~22-10760~~time ~~(DSJ)).~~to ~~The~~time, ~~Debtors~~and ~~continue~~including toall exhibits ~~operate~~and ~~their~~supplements ~~businesses~~thereto, as the “~~debtors-in-possession~~Plan” ~~under~~). ~~the~~A ~~jurisdiction~~copy of the ~~Bankruptcy~~Third ~~Court~~Amended ~~and~~Plan inis ~~accordance~~attached ~~with~~as ~~the~~Exhibit ~~applicable~~99.1 ~~provisions~~to ofthis ~~the~~Current ~~Bankruptcy~~Report ~~Code~~on ~~and~~Form ~~orders of the Bankruptcy Court~~8-K.

~~Also,~~On asApril ~~previously~~3, ~~disclosed~~2023, onthe ~~February~~Bankruptcy ~~21,~~Court ~~2023,~~entered an order (the ~~Debtors~~“Confirmation Order”) ~~filed~~confirming the ~~Joint~~ Plan. A copy of ~~Reorganization~~the Confirmation Order, with a copy of ~~Revlon~~the Plan as confirmed attached thereto, ~~Inc~~is attached as Exhibit 2.1 to this Current Report on Form 8-K and ~~Its~~is ~~Debtor~~incorporated ~~Affiliates~~herein ~~Pursuant~~by toreference. Capitalized terms ~~Chapter~~used 11but ofnot otherwise defined in this Current Report on Form 8-K have the ~~Bankruptcy~~meanings ~~Code~~given ~~[Docket~~to Nothem in the Plan. ~~1253]~~The (Plan incorporates by reference certain documents filed with the “Bankruptcy Court as part of the Plan”) Supplement as the same has been amended from time to time prior to confirmation of the Plan and amay ~~related~~be ~~proposed~~further ~~form~~amended prior to the effective date of ~~Disclosure~~the ~~Statement~~Plan (the “~~Disclosure~~Effective ~~Statement~~Date”) or as otherwise set forth in the Plan or Confirmation Order.

AsThe ~~contemplated by the Plan, the~~ Company ~~filed~~is acurrently ~~supplement~~targeting toan ~~the~~Effective ~~Plan~~Date ~~(the~~occurring ~~“Plan~~on ~~Supplement”)~~or ~~with~~before ~~the~~April ~~Bankruptcy Court on March 16~~28, 2023~~, which includes drafts of certain documents related to the Plan referenced therein~~. ~~The Plan Supplement may be accessed by visiting https://cases.ra.kroll.com/Revlon/Home-DocketInfo.~~

~~Information~~On ~~contained~~the inEffective Date, Revlon intends to terminate its registration of Revlon’s Class A Common Stock under the ~~Plan~~Securities ~~Supplement~~Exchange isAct ~~subject~~of to1934 ~~change~~(the “Exchange Act”) and ~~should~~cease ~~not~~filing beany ~~relied~~further ~~upon~~periodic byor ~~any~~current ~~party. The~~reports ~~documents~~with the Securities and ~~other~~Exchange ~~information~~Commission ~~available~~(the ~~via~~“SEC”). Although the Company is ~~website~~targeting occurrence of the Effective Date as soon as reasonably practicable, the Company can make no assurances as to when, or ~~elsewhere~~ultimately ~~are~~if, ~~not~~the ~~part~~Plan ofwill ~~this~~become ~~Current~~effective. ~~Report~~It onis ~~Form~~also ~~8-K~~possible ~~and~~that ~~shall~~technical ~~not~~amendments could be ~~deemed~~made ~~incorporated~~to ~~herein~~the Plan prior to the Effective Date.

The ~~foregoing~~following ~~description~~is a summary of the ~~Plan~~material ~~Supplement~~terms isof athe Plan. This summary describes only certain substantive provisions of the Plan and is not intended to be a complete description of the Plan. This summary is qualified in its entirety by reference to the full text of the Plan ~~Supplement~~ and the Confirmation Order.

~~Liquidity~~Pursuant ~~Forecast~~to the Plan, there will be a restructuring that provides for, among other things, the treatment for classes of claims and interests as follows:

In● ~~connection~~FILO ~~with~~ABL ~~the~~Claims. ~~Chapter~~Each 11holder ~~Cases,~~of ~~the Company provided~~ a ~~liquidity~~claim ~~forecast~~under ~~to certain of its lenders (~~the ~~“Liquidity~~ABL ~~Forecast”). The~~Facility ~~Liquidity~~Credit ~~Forecast~~Agreement isto ~~furnished~~be asrepaid ~~Exhibit~~in ~~99.1~~full ~~hereto.~~in cash;

~~The~~● ~~information~~OpCo inTerm ~~this~~Loan ~~Item 7~~Claims.~~01,~~ ~~including~~Each ~~Exhibit~~holder ~~99.1,~~of ~~shall~~OpCo ~~not~~Term beLoan ~~deemed~~Claims to(2016 beTerm Loan Claims and 2020 Term B-3 Loan Claims against the “~~filed~~Opco” ~~for~~Debtors) ~~purposes~~to ofreceive ~~Section~~(a) 18its pro rata share of ~~the~~cash ~~Securities Exchange~~in ~~Act~~the amount of ~~1934,~~$56 asmillion ~~amended~~or (~~the~~b) ~~“Exchange~~if ~~Act”)~~such holder makes or ~~otherwise~~is ~~subject~~deemed to make the ~~liabilities~~Class 4 Equity Election, such holder’s pro rata share of ~~that~~18% ~~section~~of (i) the New Common Stock issued on the Effective Date, prior to and issubject ~~not~~to ~~incorporated~~dilution by ~~reference~~any ~~into~~New ~~any~~Common ~~filing~~Stock ~~under~~issued in connection with the ~~Securities~~Equity ~~Act~~Rights Offering, including, for the avoidance of ~~1933~~doubt, asany ~~amended~~New (Common Stock issued pursuant to the ~~“Securities~~Backstop ~~Act”)~~Commitment Agreement, in connection with any MIP Awards, and/or upon the ~~Exchange Act.~~exercise of the New Warrants, and (ii) the Equity Subscription Rights; provided that holders of no more than $334 million of OpCo Term Loan Claims are permitted to elect to receive cash;

●

2020 Term B-1 Loan Claims. Each holder of 2020 Term B-1 Loan Claims to receive, either (a) a principal amount of first lien take-back loans equal to such holder’s Allowed 2020 Term B-1 Loan Claim with $20 million of the adequate protection payments payable on March 8, 2023 deferred to the earlier of the termination of the Restructuring Support Agreement and the Effective Date, and then waived under the Plan upon the Effective Date or (b) an amount of cash equal to the principal amount of first lien take-back term loans that otherwise would have been distributable to such holder under clause (a);

●

2020 Term B-2 Loan Claims. Each holder of 2020 Term B-2 Loan Claims to receive its pro rata share of 82% of (a) the New Common Stock issued on the Effective Date, prior to and subject to dilution by any New Common Stock issued in connection with the Equity Rights Offering, including, for the avoidance of doubt, any New Common Stock issued pursuant to the Backstop Commitment Agreement, in connection with any MIP Awards, and/or upon the exercise of the New Warrants, and (b) the Equity Subscription Rights;

●

BrandCo Third Lien Guaranty Claims. Holders of third lien guaranty claims against the “BrandCo” Debtors to receive no recovery or distribution on account of such claims against the “BrandCo” Debtors;

●

Unsecured Notes Claims. Each holder of unsecured notes claims against the Debtors to receive such holder’s pro rata share of New Warrants, which will have a 5-year term and be exercisable to purchase an aggregate number of shares of the New Common Stock equal to 11.75% of the New Common Stock (after giving effect to the full exercise of the New Warrants and the issuance of New Common Stock in connection with the Equity Rights Offering (including, for the avoidance of doubt, any New Common Stock issued pursuant to the Backstop Commitment Agreement)), subject to dilution by any New Common Stock issued in connection with Reorganized Holdings’ management incentive plan), which will be issued by Reorganized Holdings on the Effective Date with a strike price set at an enterprise value of $4 billion;

●

General Unsecured Claims. Each holder of a general unsecured claim (“General Unsecured Claims”) in a class that votes to accept the Plan to receive its pro rata share of the amount of $44 million and retained preference action net proceeds allocated to such class;

●

Qualified Pensions. Qualified pension plans to be reinstated; and

●

Interests in Revlon. Interests in Revlon, including holders of Revlon’s Class A Common Stock prior to emergence, to receive no recovery or distribution on account of such interests, and upon emergence from Chapter 11, all such pre-emergence interests in Revlon, including Revlon’s Class A Common Stock, will be canceled, released, extinguished, and discharged, and will be of no further force or effect.

Pursuant to section 1123(b)(3) of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure, the Plan contains and effects global and integrated compromises and settlements (collectively, the “Plan Settlement”) of all actual and potential disputes between and among the Debtors (including, for clarity, between and among the “BrandCo” entities, on the one hand, and the “OpCo” or “Non-BrandCo” entities, on the other hand), the Creditors’ Committee, the Consenting BrandCo Lenders, and the Consenting 2016 Lenders and all other disputes that might impact creditor recoveries, including, without limitation, any and all issues relating to:

●

the allocation of the economic burden of repayment of the ABL DIP Facility and Term DIP Facility and/or payment of adequate protection obligations provided pursuant to the Final DIP Order among the Debtors;

●

any and all disputes that might be raised impacting the allocation of value among the Debtors and their respective assets, including any and all disputes related to the Intercompany DIP Facility; and

●

any and all other Settled Claims, including all claims arising in respect of the Debtors’ historical financing transactions, including the 2019 Financing Transaction and the BrandCo Financing Transaction.

The Plan also incorporates a settlement (the “Hair Straightening Settlement”) between the Debtors and Hair Straightening Claimants, which is affirmatively supported by, among others, the Consenting BrandCo Lenders and certain of the Debtors’ insurers.

Upon confirmation of the Plan, the Plan Settlement and the Hair Straightening Settlement will be binding upon all creditors and all other parties in interest pursuant to section 1141(a) of the Bankruptcy Code.

As of March 1, 2023, the Company had 54,302,001 issued and outstanding shares of Revlon’s Class A Common Stock. Pursuant to the Plan, the Company will, as of the Effective Date: (a) cancel all outstanding shares of Revlon’s Class A Common Stock, (b) issue approximately 50,000,000 shares of the New Common Stock, including shares of the New Common Stock on account of the Equity Subscription Rights; (c) reserve for issuance up to approximately 6,657,224 shares of New Common Stock on account of the New Warrants, which share reserve shall be subject to change in accordance with the terms of the Warrant Agreement; and (d) reserve for issuance up to approximately 4,593,829 shares of New Common Stock on account of an equity incentive plan, the terms and conditions of which will be determined following the Effective Date.

As of the Effective Date, the Company expects to have an aggregate of approximately 50,000,000 shares of New Common Stock issued and outstanding. The New Common Stock is not expected to be listed on any national securities exchange.

Information regarding the assets and liabilities of the Company as of the most recent practicable date is hereby incorporated by reference to the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, filed with the SEC on March 17, 2023.

Item 7.01

Regulation FD Disclosure.

Press Release Announcing Confirmation Order

On April 4, 2023, Revlon issued a press release announcing the Bankruptcy Court’s entry of the Confirmation Order. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Updated Liquidity Forecast

In connection with the Chapter 11 Cases, the Company provided an updated liquidity forecast to certain of its lenders and other constituencies in the Chapter 11 Cases (the “Liquidity Forecast”). The Liquidity Forecast is attached as Exhibit 99.3 hereto.

The information furnished pursuant to this Item 7.01, including Exhibit 99.2 and Exhibit 99.3, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act.

Item 8.01.

Other Events.

In connection with the completion of the Debtors’ restructuring and emergence from Chapter 11, Revlon intends to file a Form 15 with the SEC on the Effective Date for the purpose of terminating the registration of Revlon’s Class A Common Stock under the Exchange Act. Upon filing the Form 15 for the Class A Common Stock, Revlon will immediately cease filing any further periodic or current reports or other filings with the SEC under the Exchange Act.

Products Corporation is a voluntary filer under the rules of the Exchange Act and is not required to file reports under Section 13(a) or 15(d) of the Exchange Act. In connection with the completion of the Debtors’ restructuring and emergence from Chapter 11, Products Corporation will cease its voluntary reporting with the SEC under the Exchange Act as of the Effective Date.

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~~emerge ~~Bankruptcy~~as ~~Court~~a ~~approval~~privately ~~with~~held ~~respect~~company toby ~~motions in~~ the ~~bankruptcy~~Effective ~~petitions~~Date, 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 “~~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.

Non-GAAP Financial Measures

Recurring EBITDA, Adjusted Recurring EBITDA, Unlevered Free Cash Flow and Cumulative Unlevered Free Cash Flow are non-GAAP financial measures that are presented in the Liquidity Forecast and are reconciled in the table(s) set forth in the Liquidity Forecast to their respective most directly comparable GAAP measure.

Recurring EBITDA is GAAP operating income for the Company, adjusted for (1) non-operating items which primarily include restructuring and related charges; acquisition, integration, and divestiture costs; gain (loss) on divested assets; and impairment charges and (2) depreciation and amortization expense and non-cash stock-based compensation expense.

Adjusted Recurring EBITDA is GAAP operating income, adjusted for (1) non-operating items which primarily include restructuring and related charges; acquisition, integration, and divestiture costs; gain (loss) on divested assets; and impairment charges; (2) depreciation and amortization expense and non-cash stock-based compensation expense; and (3) foreign exchange rate impact on certain foreign costs of goods sold transactions and foreign exchange rate translation adjustments.

Unlevered Free Cash Flow is defined as GAAP operating income, adjusted for (1) non-operating items which primarily include restructuring and related charges; acquisition, integration, and divestiture costs; gain (loss) on divested assets; and impairment charges; (2) depreciation and amortization expense and non-cash stock-based compensation expense; (3) foreign exchange rate impact on certain foreign costs of goods sold transactions and foreign exchange rate translation adjustments; (4) changes in net working capital; (5) less capital expenditures for property, plant and equipment and permanent displays; and (6) less cash taxes, pension, and other operating disbursements. Unlevered Free Cash Flow excludes certain expenditures such as mandatory debt service requirements. Cumulative Unlevered Free Cash Flow is aggregated Unlevered Free Cash Flow for the time periods presented in the Liquidity Forecast.

Management uses Recurring EBITDA, Adjusted Recurring EBITDA, Unlevered Free Cash Flow and Cumulative Unlevered Free Cash Flow as performance measures.

Management believes that the non-GAAP measures are useful for investors for the same reasons as those set forth above. These non-GAAP financial measures should not be considered in isolation or as a substitute for their most directly comparable as reported measures prepared in accordance with GAAP and, along with the other information in the Liquidity Forecast, should be read in conjunction with the Company’s financial statements and related footnotes contained in documents filed with the SEC. Other companies may define such non-GAAP financial measures differently.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
2.1		Confirmation Order, dated April 3, 2023.

99.1		Third Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, dated March 31, 2023.

99.2		Press Release, dated April 4, 2023.

99.3		Liquidity Forecast.

104		Exhibit 104 Cover page from this Current Report on Form 8‑K, formatted in Inline XBRL (included as Exhibit 101).

Exhibit		Description
99.1		Liquidity Forecast.
104		Exhibit 104 Cover page from this Current Report on Form 8‑K, formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 17, 2023
	REVLON, INC.
	By:	/s/ Andrew Kidd
	Name:	Andrew Kidd
	Title:	Executive Vice President, General Counsel
	REVLON CONSUMER PRODUCTS CORPORATION
	By:	/s/ Andrew Kidd
	Name:	Andrew Kidd
	Title:	Executive Vice President, General Counsel

Date: April 4, 2023

	REVLON, INC.


	By:	/s/ Andrew Kidd
	Name:	Andrew Kidd
	Title:	Executive Vice President, General Counsel


	REVLON CONSUMER PRODUCTS CORPORATION


	By:	/s/ Andrew Kidd
	Name:	Andrew Kidd
	Title:	Executive Vice President, General Counsel

Filing Compare · REVLON INC /DE/