Revlon files disclosure statement and Chapter 11 plan

Chicago, Dec. 23 – Revlon, Inc. filed its disclosure statement for its joint plan of reorganization with the U.S. Bankruptcy Court for the Southern District of New York.

The debtor entered into a restructuring agreement on Monday with certain parties, paving the way for the plan, which was delayed from an expected Nov. 15 filing.

Recoveries

Under the plan, as disclosed, other secured claims and other priority claims would be unimpaired.

FILO ABL claims, estimated at $56.9 million, will be paid in full in cash, as outlined in the restructuring support agreement.

OpCo term loan claims, estimated at $2.92 billion, would be satisfied with a pro rata share of new common stock. If there is an alternative transaction, they would receive a pro rata share of the distributable sale proceeds.

BrandCo first-lien guaranty claims, estimated at $1.03 billion, would be treated with either cash or a principal amount of first-lien take-back term loans equal to the holder’s first-lien guaranty claim minus the value of the distributions received on their OpCo term loan claim. If there is an alternative transaction, they will receive a pro rata share of the sale proceeds.

BrandCo second-lien guaranty claimants, with $946.8 million worth of claims, will receive either their pro rata share of either cash or a principal amount of first-lien take-back term loans after the distribution to first-lien guaranty claimants and their pro rata share of half of the common stock and equity subscription right. If there is an alternative transaction, they will receive a pro rata share of the sale proceeds.

BrandCo third-lien guaranty claimants will receive nothing. Estimated third-lien claims are $3 million.

Unsecured notes claimants, with $441.4 million of estimated claims, will receive their pro rata share of new warrants if the class votes to accept the plan or nothing if the class rejects the plan, but noteholders who vote to accept the plan if the class rejects the plan may be able to receive half of their pro rata share of new warrants if the court allows for such a distribution.

Talc personal injury claims, estimated at $50 million to $150 million, will be impaired and treated to a pro rata share of 36.1% of the general unsecured claim recovery amount if they vote to accept the plan and nothing if they vote to reject the plan.

Non-qualified pension claims amounting to $50 million to $60 million will be treated to a pro rata share of 19.86% of the general unsecured claim recovery amount if they vote to accept the plan or no recovery if they reject the plan.

Trade claims amounting to $60 million to $80 million will be treated to a pro rata share of 25.27% of the general unsecured claim recovery amount if they vote to accept the plan or no recovery if they reject the plan.

Other general unsecured claims of $42 million to $62 million will be satisfied with a pro rata share of 18.77% of the general unsecured claim recovery if they vote for the plan and nothing if the vote against the plan.

The general unsecured claim recovery amount was detailed as a $44 million settlement allocated to the class under the restructuring support agreement.

Subordinated claimants will receive nothing.

Intercompany claims and interests will either be reinstated or canceled and released, at the option of the debtors.

Interests in holdings claimants will receive no recovery.

The voting deadline is scheduled for Feb. 27.

A confirmation hearing will begin on March 9.

Equity rights offering

As previously reported, Revlon will be conducting an equity rights offering for up to $650 million in cash for new common stock, offered to OpCo term loan claimants and BrandCo second-lien guaranty claimants.

The equity rights offering will be fully backstopped by certain equity commitment parties and a portion of the offering will be reserved for those parties.

The hair color products and cosmetics company is based in New York. The company filed bankruptcy on June 15, 2022 under Chapter 11 case number 22-10760.

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