SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS Backstop Commitment Agreement and Debt Commitment Letter On January 17, 2023, the Debtors entered into a backstop commitment agreement (as amended, the "Backstop Commitment Agreement") with certain of the Consenting BrandCo Lenders under the Restructuring Support Agreement (the “Original Equity Commitment Parties”), pursuant to which each of the Original Equity Commitment Parties thereunder had agreed to backstop, severally and not jointly and subject to the terms and conditions in the Backstop Commitment Agreement, the Aggregate Rights Offering Amount (as defined in the Backstop Commitment Agreement). On February 21, 2023, as contemplated by the Restructuring Support Agreement, the Company Parties amended and restated the Backstop Commitment Agreement with the Original Equity Commitment Parties and certain of the Consenting 2016 Lenders (together with the Original Equity Commitment Parties, the “Equity Commitment Parties”), pursuant to which each of the Equity Commitment Parties has agreed to backstop, severally and not jointly and subject to the terms and conditions in the Backstop Commitment Agreement, an upsized $670 million Equity Rights Offering, subject to reduction on account of the Excess Liquidity Cutback as discussed herein. Also, on January 17, 2023, as contemplated by the Restructuring Support Agreement, the Debtors entered into the Debt Commitment Letter with the Debt Commitment Parties, pursuant to which the Debt Commitment Parties committed to fund up to $200 million in net cash proceeds to the Debtors in connection with a new senior secured first lien term loan facility (the “Incremental New Money Facility”) upon emergence from Chapter 11. As consideration for entering into the Debt Commitment Letter, the Debt Commitment Parties will receive a premium of 3.00% on their $200 million funding commitment payable in-kind in the form of additional loans added under the Incremental New Money Facility (the “Debt Commitment Premium”). If the Debt Commitment Letter is terminated, then under certain conditions set forth in the Debt Commitment Letter, the Debt Commitment Parties are entitled to receive a termination premium of $6 million (3.00% of the $200 million commitment amount) in lieu of the Debt Commitment Premium. Amended and Restated Restructuring Support Agreement On February 21, 2023, the Company Parties amended and restated the Restructuring Support Agreement (as amended, the "Restructuring Support Agreement") with the Original Consenting Creditor Parties (as defined herein) and certain of the Company’s prepetition lenders under the previously disclosed 2016 Term Loan Agreement (as defined herein) (together with the Original Consenting Creditor Parties, the “Consenting Creditor Parties,” and together with the Original Consenting Creditor Parties and the Company Parties, the “RSA Parties”). Under the Restructuring Support Agreement, the Consenting Creditor Parties have agreed, subject to certain terms and conditions, to support the First Amended Joint Plan of Reorganization attached to, and incorporated into, the Restructuring Support Agreement (the “Plan”). The Restructuring Support Agreement provides that the Debtors shall achieve certain future milestones (unless extended or waived in writing), including: •No later than February 22, 2023, the Bankruptcy Court shall have entered an order approving (i) the Disclosure Statement and (ii) the Backstop Motion (this milestone has been met); •No later than February 28, 2023, the Debtors shall have commenced the solicitation of votes to accept or reject the Plan (this milestone has been met); •No later than April 4, 2023, the Bankruptcy Court shall have entered an order confirming the Plan; and •No later than April 28, 2023, the effective date of the Plan shall have occurred (such date of emergence from chapter 11, the “Effective Date”). In accordance with the Restructuring Support Agreement, the Company Parties agreed among other things, to: (i) support and take all steps reasonably necessary to consummate the restructuring transactions contemplated by the Restructuring Support Agreement (the "Restructuring") in accordance with the Restructuring Support Agreement; (ii) to the extent any legal or structural impediment arises that would prevent, hinder, impede, or delay the consummation of the Restructuring, (A) take all steps reasonably necessary and desirable to address any such impediment, and (B) negotiate in good faith any appropriate additional or alternative provisions or agreements to address any such impediment; (iii) use commercially reasonable efforts to obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; (iv) negotiate in good faith and use commercially reasonable efforts to take all steps reasonably necessary to (A) consummate the Restructuring and (B) execute and implement definitive documents; (v) timely file a formal objection to any motion, application, or pleading filed with the Bankruptcy Court seeking the entry of an order for relief that (A) is materially inconsistent with the Restructuring Support Agreement or any definitive document or (B) would, or would be reasonably expected to, frustrate the purposes the Restructuring Support Agreement or any definitive document, including by preventing the consummation of the Restructuring; (vi) timely file a formal objection or opposition to any motion, application or adversary proceeding or other action or proceeding asserting any claims settlement pursuant to the Plan or Restructuring Support Agreement; and (vii) not take any other action or inaction in material contravention of the Restructuring Support Agreement or any definitive document, or to the material detriment of the Restructuring Transactions. In accordance with the Restructuring Support Agreement and subject to approval of the Plan by the Bankruptcy Court, the Company Parties also agreed, upon emergence, to assume or replace the following: (A) the employment agreement of the Company’s Chief Executive Officer, (B) the Company’s severance plan and (C) the Company’s cash bonus programs for 2023 (each as amended, modified, developed or supplemented on terms described in the Restructuring Support Agreement). Also, in accordance with the Restructuring Support Agreement and subject to approval of the Plan by the Bankruptcy Court, the Company will also adopt an equity management incentive program to be allocated following emergence, beginning in 2024 (unless the Board of Directors of Reorganized Holdings determines otherwise). In accordance with the Restructuring Support Agreement, the Consenting Creditor Parties agreed, among other things, to: (i) support the Restructuring as contemplated by the Restructuring Support Agreement and the definitive documents governing the Restructuring; (ii) not object to, delay, impede, or take any other action to interfere with the acceptance, consummation, or implementation of the Plan or the Restructuring; (iii) vote to accept the Plan; and (iv) except as permitted in the Restructuring Support Agreement, not transfer any ownership held by each Consenting Creditor. In addition, the Restructuring Support Agreement contains commitments of the Creditors’ Committee to not investigate, assert, prosecute, or support certain challenges or claims settled pursuant to the Plan or Restructuring Support Agreement, and the commitment by the Consenting BrandCo Lenders to, not support any alternative restructurings that do not result in holders of General Unsecured Claims (as defined herein) receiving consideration of a value that is economically equivalent to the consideration distributable to such holders under the Plan and to use their commercially reasonable best efforts to cause any such alternative restructuring supported by them to provide holders of General Unsecured Claims with such equivalent economic treatment. Each of the RSA Parties may terminate the Restructuring Support Agreement (and thereby their support for the associated plan of reorganization) under certain circumstances. The Debtors may terminate the Restructuring Support Agreement upon, among other circumstances: (i) its board of directors determining, after consulting with counsel, that performance under the Restructuring Support Agreement would be inconsistent with its fiduciary duties; and (ii) certain actions by the Bankruptcy Court, including dismissing the Chapter 11 Cases or converting the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy Code. The Consenting Creditor Parties also have specified termination rights, including, among other circumstances, termination rights that arise if certain of the milestones have not been achieved, extended, or waived. Termination by one of these creditor groups will result in the termination of the Restructuring Support Agreement as to the terminating group only, with the Restructuring Support Agreement remaining in effect with respect to the Debtors and the non-terminating group. Under the terms of the Plan and Restructuring Support Agreement and subject to approval of the Plan by the Bankruptcy Court, the Company is expected to emerge from Chapter 11 bankruptcy as a privately held company and its outstanding equity is expected to be cancelled. Plan and Disclosure Statement On February 21, 2023, the Debtors filed amended versions of the Plan and the Disclosure Statement and the Bankruptcy Court approved the Disclosure Statement. As amended, the Plan and Disclosure Statement describe, among other things, the terms of the Plan; the Restructuring contemplated by the Restructuring Support Agreement; the events leading to the Chapter 11 Cases; certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Plan from certain of the Debtors’ creditors and certain other aspects of the Restructuring. The Plan is intended to implement the Restructuring contemplated by the Restructuring Support Agreement pursuant to an equitization restructuring that provides for, among other things, the treatment for classes of claims and interests as follows: • FILO ABL Claims. Each holder of a claim under the 2020 ABL FILO Term Loan Facility (as defined herein) to be repaid in full in cash; • OpCo Term Loan Claims. Each holder of OpCo Term Loan Claims (claims under the 2016 Term Loan Facility and third lien guaranty claims against the “Opco” Debtors) shall receive (a) its pro rata share of cash in the amount of $56 million or (b) if such holder makes or is deemed to make the Class 4 Equity Election (as defined in the Plan), such holder’s pro rata share of 18% of (i) the New Common Stock issued on the Effective Date, subject to dilution by any New Common Stock issued in connection with the Equity Rights Offering (as defined below), including, for the avoidance of doubt, any New Common Stock issued pursuant to the Backstop Commitment Agreement, in connection with any MIP Awards (as defined in the Plan), and/or upon the 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 Claim. Each holder of 2020 Term B-1 Loan Claims against the “BrandCo” Debtors to receive, either (a) a principal amount of first lien take-back loans equal to such holder’s claim with $20 million of the adequate protection payments payable on March 8, 2023 to be 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 against the BrandCo Debtors to receive its pro rata share of 82% of (a) the New Common Stock issued on the Effective Date, 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 shall not receive any recovery or distribution on account of such claims; • Unsecured Notes Claims. Each holder of unsecured notes claims against the Debtors to receive, if the class of unsecured notes claims votes to accept the Plan, 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 (after giving effect to the full exercise of the New Warrants and the Equity Rights Offering, but subject to dilution by any New Common Stock issued in connection with Reorganized Holdings’ management incentive plan) 11.75% of the New Common Stock, 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 general unsecured claims ("General Unsecured Claims") in a class that votes to accept the Plan to receive its pro rata share of (a) the amount of $44 million and retained preference action net proceeds allocated to such class, plus (b) for the class of other general unsecured claims, a top-up amount of additional cash equal to 13% of allowed contract/lease rejection claims above $50 million of such claims; • Qualified Pensions. Qualified pension plans to be reinstated; and • Interests in Revlon. Interests in Revlon, including holders of the Company'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 the Company, including the Company’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 Company Parties (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 DIP ABL Facility and DIP Term Loan 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 (as defined in the Plan), including all claims arising in respect of the Debtors’ historical financing transactions, including the 2019 Term Loan Agreement and the 2020 BrandCo Credit Agreement, Upon confirmation of the Plan, the Plan Settlement will be binding upon all creditors and all other parties in interest pursuant to section 1141(a) of the Bankruptcy Code. The Plan Settlement does not include any intercompany claims or intercompany interests that the Debtors elect to reinstate, for tax efficiency or similar purposes, in accordance with the Plan. On February 21, 2023, the Bankruptcy Court entered an order approving the Disclosure Statement and the Solicitation and Voting Procedures. Pursuant to the Solicitation and Voting Procedures, the Debtors distributed the ballots, solicitation packages, and related notices by February 27, 2023, and votes are due by March 20, 2023. In accordance with the Debtors’ proposed confirmation timeline, which is subject to change by the Bankruptcy Court, a hearing to consider confirmation of the Plan (which may be adjourned or extended from time) is scheduled for April 3, 2023. Litigation Citibank Litigation Litigation regarding certain wire transfers mistakenly paid by Citibank, N.A. (“Citi”) from its own funds on August 11, 2020 to holders of term loans issued to Revlon under the 2016 Term Loan Agreement has ended. The wire payments at issue were made to all lenders under the 2016 Term Loan Agreement in amounts equaling the principal and interest outstanding on the loans at that time. Certain lenders that received the payments returned the funds soon after the mistaken transfer, but holders of approximately $504 million did not. In the matter captioned In re Citibank August 11, 2020 Wire Transfers, 520 F. Supp. 3d 390 (S.D.N.Y. 2021) (the “Citi Decision”), the United States District Court for the Southern District of New York (the “District Court”) held that the wire transfers were final and complete transactions not subject to revocation. Citi appealed the Citi Decision. Citi also asserted subrogation rights, but, as yet, there has been no determination of those rights, if any, under the 2016 Term Loan Agreement and Revlon has not taken a position on this issue. In these circumstances, prior to the Petition Date, the Company continued to make the scheduled payments under the 2016 Term Loan Agreement as if the full amount of the 2016 Term Loan Agreement remained outstanding. Following the Petition Date, the Company's payments under the 2016 Term Loan Agreement are automatically stayed as a result of the Bankruptcy Petitions. Subsequently, in the matter captioned Citibank, N.A. v. Brigade Cap. Mgmt., LP, No. 21-487, 2022 WL 4102227 (2d Cir. Sept. 8, 2022), the United States Court of Appeals for the Second Circuit (the “Second Circuit”) reversed the District Court’s ruling in the Citi Decision, holding that Citi is entitled to return of the mistakenly transferred funds. The defendants’ petition for rehearing and rehearing en banc was denied on October 12, 2022. All of the mistakenly transferred funds have been returned to Citibank and the case was dismissed with prejudice on January 19, 2023. August 12, 2022 Adversary Complaint On August 12, 2022, Citi filed an Adversary Complaint (the “August 12, 2022 Adversary Complaint”) against Revlon, Inc., Products Corporation, and several of Products Corporation’s subsidiaries in the U.S. Bankruptcy Court for the Southern District of New York, Case No. 22-10760-dsj [Docket No. 373]. The August 12, 2022 Adversary Complaint arises out of the District Court’s judgment entered on February 16, 2021 in the Citibank Litigation described elsewhere in this Annual Report on Form 10-K. Because the Second Circuit vacated the District Court’s judgment and remanded the case for further proceedings (In re Citibank August 11, 2020 Wire Transfers, No. 21-487 (2d Cir. 2022)), the parties agreed to stay the adversary proceeding pending disposition of the District Court litigation. On February 21, 2023, the District Court so ordered the Joint Stipulation and Order for Voluntary Dismissal of Adversary Proceeding, dismissing the adversary proceeding in its entirety. October 31, 2022 Adversary Complaint On October 31, 2022, a group of lenders under the 2016 Term Loan Agreement filed an Adversary Complaint against Revlon, Inc., Products Corporation, several of Products Corporation’s subsidiaries, and several of Products Corporation’s contractual counterparties, including Jefferies Finance LLC, Jefferies LLC, and several lenders under the 2020 BrandCo Credit Agreement and certain financial institutions that are lenders or the affiliates of lenders under Products Corporation’s 2016 Term Loan Agreement, in the U.S. Bankruptcy Court for the Southern District of New York (the “October 31, 2022 Adversary Complaint”), Case No. 22-10760-dsj [Docket No. 956]. The October 31, 2022 Adversary Complaint alleges various spurious causes of action, stemming from various alleged breaches of the provisions of the 2016 Term Loan Agreement, including claims for breach of contract, declaratory judgment, breach of the implied covenant of good faith and fair dealing, conversion, aiding and abetting conversion, unjust enrichment, equitable subordination, tortious interference with contract, and constructive trust. The October 31, 2022 Adversary Complaint seeks various forms of relief, including declaratory relief, specific performance, rescission of certain existing agreements, injunctive relief, damages, costs and expenses, attorneys’ fees, and pre-judgment interest. On December 5, 2022, in response to the October 31, 2022 Adversary Complaint, the Company filed a motion to dismiss, asking the Bankruptcy Court to dismiss the claims against the Company on the bases that: (i) such claims are derivative and the plaintiffs lack standing to pursue them, (ii) such claims are not permissible under New York law or the Bankruptcy Code, (iii) entering into the previously disclosed August 2019 senior secured term loan facility by and among the Company, Products Corporation, certain affiliated funds, investment vehicles or accounts managed or advised by Ares Management LLC, as lender and Wilmington Trust, National Association, as administrative and collateral agent (the "2019 Term Loan Facility" or the "2019 Term Loan Agreement) did not violate the 2016 Term Loan Agreement, and (iv) such claims fail to state viable tort or quasi-contract claims under New York law. Jefferies and the BrandCo Lenders also filed motions to dismiss the October 31, 2022 Adversary Complaint. On the same day, the Company also filed an Answer and Counterclaims in response to the October 31, 2022 Adversary Complaint, in which the Company requested a declaratory judgment that, among other things, the plaintiffs are not entitled to the relief they are seeking in connection with the 2019 Term Loan Facility, the 2020 BrandCo Credit Agreement, or any other equitable relief under New York Law and the Bankruptcy Code. A hearing on the Company’s motion to dismiss was held on February 2, 2023, and on February 14, 2023, the Bankruptcy Court granted the motion to dismiss as to all claims against the Company and all of the October 31, 2022 Adversary Complaint claims for equitable relief. With respect to the non-Company defendants, the Bankruptcy Court directed all parties to file letters on or before February 15, 2023 concerning whether the standing grounds on which the Bankruptcy Court’s decision was based apply to the remaining causes of action as against the non-Company defendants, and the parties filed such letters on the Bankruptcy Court’s docket on February 15, 2023. A trial was scheduled to begin on March 6, 2023. Due to the global settlement embodied in the Plan, the parties have agreed that the adversary proceeding will be stayed pending confirmation of the Plan, at which point the Debtors anticipate that the adversary proceeding will be dismissed with prejudice through the Bankruptcy Court’s order confirming the Plan and/or a separate order entered on the adversary proceeding’s docket. The parties’ agreement is also reflected in the So Ordered Stipulation and Order Signed on 2/27/2023 Staying the Adversary Proceeding and Dismissing the Complaint Upon the Plan Effective Date, Case No. 22-01167-dsj [Docket No. 130].

On January 17, 2023, the Debtors entered into a backstop commitment agreement (as amended, the "Backstop Commitment Agreement") with certain of the Consenting BrandCo Lenders under the Restructuring Support Agreement (the “Original Equity Commitment Parties”), pursuant to which each of the Original Equity Commitment Parties thereunder had agreed to backstop, severally and not jointly and subject to the terms and conditions in the Backstop Commitment Agreement, the Aggregate Rights Offering Amount (as defined in the Backstop Commitment Agreement). On February 21, 2023, as contemplated by the Restructuring Support Agreement, the Company Parties amended and restated the Backstop Commitment Agreement with the Original Equity Commitment Parties and certain of the Consenting 2016 Lenders (together with the Original Equity Commitment Parties, the “Equity Commitment Parties”), pursuant to which each of the Equity Commitment Parties has agreed to backstop, severally and not jointly and subject to the terms and conditions in the Backstop Commitment Agreement, an upsized $670 million Equity Rights Offering, subject to reduction on account of the Excess Liquidity Cutback as discussed herein.

Also, on January 17, 2023, as contemplated by the Restructuring Support Agreement, the Debtors entered into the Debt Commitment Letter with the Debt Commitment Parties, pursuant to which the Debt Commitment Parties committed to fund up to $200 million in net cash proceeds to the Debtors in connection with a new senior secured first lien term loan facility (the “Incremental New Money Facility”) upon emergence from Chapter 11. As consideration for entering into the Debt Commitment Letter, the Debt Commitment Parties will receive a premium of 3.00% on their $200 million funding commitment payable in-kind in the form of additional loans added under the Incremental New Money Facility (the “Debt Commitment Premium”). If the Debt Commitment Letter is terminated, then under certain conditions set forth in the Debt Commitment Letter, the Debt Commitment Parties are entitled to receive a termination premium of $6 million (3.00% of the $200 million commitment amount) in lieu of the Debt Commitment Premium.

On February 21, 2023, the Company Parties amended and restated the Restructuring Support Agreement (as amended, the "Restructuring Support Agreement") with the Original Consenting Creditor Parties (as defined herein) and certain of the Company’s prepetition lenders under the previously disclosed 2016 Term Loan Agreement (as defined herein) (together with the Original Consenting Creditor Parties, the “Consenting Creditor Parties,” and together with the Original Consenting Creditor Parties and the Company Parties, the “RSA Parties”).

In accordance with the Restructuring Support Agreement, the Company Parties agreed among other things, to: (i) support and take all steps reasonably necessary to consummate the restructuring transactions contemplated by the Restructuring Support Agreement (the "Restructuring") in accordance with the Restructuring Support Agreement; (ii) to the extent any legal or structural impediment arises that would prevent, hinder, impede, or delay the consummation of the Restructuring, (A) take all steps reasonably necessary and desirable to address any such impediment, and (B) negotiate in good faith any appropriate additional or alternative provisions or agreements to address any such impediment; (iii) use commercially reasonable efforts to obtain any and all required governmental, regulatory and/or third-party approvals for the Restructuring; (iv) negotiate in good

faith and use commercially reasonable efforts to take all steps reasonably necessary to (A) consummate the Restructuring and (B) execute and implement definitive documents; (v) timely file a formal objection to any motion, application, or pleading filed with the Bankruptcy Court seeking the entry of an order for relief that (A) is materially inconsistent with the Restructuring Support Agreement or any definitive document or (B) would, or would be reasonably expected to, frustrate the purposes the Restructuring Support Agreement or any definitive document, including by preventing the consummation of the Restructuring; (vi) timely file a formal objection or opposition to any motion, application or adversary proceeding or other action or proceeding asserting any claims settlement pursuant to the Plan or Restructuring Support Agreement; and (vii) not take any other action or inaction in material contravention of the Restructuring Support Agreement or any definitive document, or to the material detriment of the Restructuring Transactions. In accordance with the Restructuring Support Agreement and subject to approval of the Plan by the Bankruptcy Court, the Company Parties also agreed, upon emergence, to assume or replace the following: (A) the employment agreement of the Company’s Chief Executive Officer, (B) the Company’s severance plan and (C) the Company’s cash bonus programs for 2023 (each as amended, modified, developed or supplemented on terms described in the Restructuring Support Agreement). Also, in accordance with the Restructuring Support Agreement and subject to approval of the Plan by the Bankruptcy Court, the Company will also adopt an equity management incentive program to be allocated following emergence, beginning in 2024 (unless the Board of Directors of Reorganized Holdings determines otherwise).

In accordance with the Restructuring Support Agreement, the Consenting Creditor Parties agreed, among other things, to: (i) support the Restructuring as contemplated by the Restructuring Support Agreement and the definitive documents governing the Restructuring; (ii) not object to, delay, impede, or take any other action to interfere with the acceptance, consummation, or implementation of the Plan or the Restructuring; (iii) vote to accept the Plan; and (iv) except as permitted in the Restructuring Support Agreement, not transfer any ownership held by each Consenting Creditor. In addition, the Restructuring Support Agreement contains commitments of the Creditors’ Committee to not investigate, assert, prosecute, or support certain challenges or claims settled pursuant to the Plan or Restructuring Support Agreement, and the commitment by the Consenting BrandCo Lenders to, not support any alternative restructurings that do not result in holders of General Unsecured Claims (as defined herein) receiving consideration of a value that is economically equivalent to the consideration distributable to such holders under the Plan and to use their commercially reasonable best efforts to cause any such alternative restructuring supported by them to provide holders of General Unsecured Claims with such equivalent economic treatment.

Each of the RSA Parties may terminate the Restructuring Support Agreement (and thereby their support for the associated plan of reorganization) under certain circumstances. The Debtors may terminate the Restructuring Support Agreement upon, among other circumstances: (i) its board of directors determining, after consulting with counsel, that performance under the Restructuring Support Agreement would be inconsistent with its fiduciary duties; and (ii) certain actions by the Bankruptcy Court, including dismissing the Chapter 11 Cases or converting the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy Code.

The Consenting Creditor Parties also have specified termination rights, including, among other circumstances, termination rights that arise if certain of the milestones have not been achieved, extended, or waived. Termination by one of these creditor groups will result in the termination of the Restructuring Support Agreement as to the terminating group only, with the Restructuring Support Agreement remaining in effect with respect to the Debtors and the non-terminating group.

On February 21, 2023, the Debtors filed amended versions of the Plan and the Disclosure Statement and the Bankruptcy Court approved the Disclosure Statement. As amended, the Plan and Disclosure Statement describe, among other things, the terms of the Plan; the Restructuring contemplated by the Restructuring Support Agreement; the events leading to the Chapter 11 Cases; certain events that have occurred or are anticipated to occur during the Chapter 11 Cases, including the anticipated solicitation of votes to approve the Plan from certain of the Debtors’ creditors and certain other aspects of the Restructuring.

• OpCo Term Loan Claims. Each holder of OpCo Term Loan Claims (claims under the 2016 Term Loan Facility and third lien guaranty claims against the “Opco” Debtors) shall receive (a) its pro rata share of cash in the amount of $56 million or (b) if such holder makes or is deemed to make the Class 4 Equity Election (as defined in the Plan), such holder’s pro rata share of 18% of (i) the New Common Stock issued on the Effective Date, subject to dilution by any New Common Stock issued in connection with the Equity Rights Offering (as defined below), including, for the avoidance of doubt, any New Common Stock issued pursuant to the Backstop Commitment Agreement, in connection with any MIP Awards (as defined in the Plan), and/or upon the 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 Claim. Each holder of 2020 Term B-1 Loan Claims against the “BrandCo” Debtors to receive, either (a) a principal amount of first lien take-back loans equal to such holder’s claim with $20 million of the adequate protection payments payable on March 8, 2023 to be 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 against the BrandCo Debtors to receive its pro rata share of 82% of (a) the New Common Stock issued on the Effective Date, 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;

• Unsecured Notes Claims. Each holder of unsecured notes claims against the Debtors to receive, if the class of unsecured notes claims votes to accept the Plan, 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 (after giving effect to the full exercise of the New Warrants and the Equity Rights Offering, but subject to dilution by any New Common Stock issued in connection with Reorganized Holdings’ management incentive plan) 11.75% of the New Common Stock, 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 general unsecured claims ("General Unsecured Claims") in a class that votes to accept the Plan to receive its pro rata share of (a) the amount of $44 million and retained preference action net proceeds allocated to such class, plus (b) for the class of other general unsecured claims, a top-up amount of additional cash equal to 13% of allowed contract/lease rejection claims above $50 million of such claims;

• Interests in Revlon. Interests in Revlon, including holders of the Company'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 the Company, including the Company’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 Company Parties (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:

On February 21, 2023, the Bankruptcy Court entered an order approving the Disclosure Statement and the Solicitation and Voting Procedures. Pursuant to the Solicitation and Voting Procedures, the Debtors distributed the ballots, solicitation packages, and related notices by February 27, 2023, and votes are due by March 20, 2023. In accordance with the Debtors’ proposed confirmation timeline, which is subject to change by the Bankruptcy Court, a hearing to consider confirmation of the Plan (which may be adjourned or extended from time) is scheduled for April 3, 2023.

Litigation regarding certain wire transfers mistakenly paid by Citibank, N.A. (“Citi”) from its own funds on August 11, 2020 to holders of term loans issued to Revlon under the 2016 Term Loan Agreement has ended. The wire payments at issue were made to all lenders under the 2016 Term Loan Agreement in amounts equaling the principal and interest outstanding on the loans at that time. Certain lenders that received the payments returned the funds soon after the mistaken transfer, but holders of approximately $504 million did not.

In the matter captioned In re Citibank August 11, 2020 Wire Transfers, 520 F. Supp. 3d 390 (S.D.N.Y. 2021) (the “Citi Decision”), the United States District Court for the Southern District of New York (the “District Court”) held that the wire transfers were final and complete transactions not subject to revocation. Citi appealed the Citi Decision. Citi also asserted subrogation rights, but, as yet, there has been no determination of those rights, if any, under the 2016 Term Loan Agreement and Revlon has not taken a position on this issue. In these circumstances, prior to the Petition Date, the Company continued to make the scheduled payments under the 2016 Term Loan Agreement as if the full amount of the 2016 Term Loan Agreement remained outstanding. Following the Petition Date, the Company's payments under the 2016 Term Loan Agreement are automatically stayed as a result of the Bankruptcy Petitions.

Subsequently, in the matter captioned Citibank, N.A. v. Brigade Cap. Mgmt., LP, No. 21-487, 2022 WL 4102227 (2d Cir. Sept. 8, 2022), the United States Court of Appeals for the Second Circuit (the “Second Circuit”) reversed the District Court’s ruling in the Citi Decision, holding that Citi is entitled to return of the mistakenly transferred funds. The defendants’ petition for rehearing and rehearing en banc was denied on October 12, 2022. All of the mistakenly transferred funds have been returned to Citibank and the case was dismissed with prejudice on January 19, 2023.

On August 12, 2022, Citi filed an Adversary Complaint (the “August 12, 2022 Adversary Complaint”) against Revlon, Inc., Products Corporation, and several of Products Corporation’s subsidiaries in the U.S. Bankruptcy Court for the Southern District of New York, Case No. 22-10760-dsj [Docket No. 373]. The August 12, 2022 Adversary Complaint arises out of the District Court’s judgment entered on February 16, 2021 in the Citibank Litigation described elsewhere in this Annual Report on Form 10-K. Because the Second Circuit vacated the District Court’s judgment and remanded the case for further proceedings (In re Citibank August 11, 2020 Wire Transfers, No. 21-487 (2d Cir. 2022)), the parties agreed to stay the adversary proceeding pending disposition of the District Court litigation. On February 21, 2023, the District Court so ordered the Joint Stipulation and Order for Voluntary Dismissal of Adversary Proceeding, dismissing the adversary proceeding in its entirety.

On October 31, 2022, a group of lenders under the 2016 Term Loan Agreement filed an Adversary Complaint against Revlon, Inc., Products Corporation, several of Products Corporation’s subsidiaries, and several of Products Corporation’s contractual counterparties, including Jefferies Finance LLC, Jefferies LLC, and several lenders under the 2020 BrandCo Credit Agreement and certain financial institutions that are lenders or the affiliates of lenders under Products Corporation’s 2016 Term Loan Agreement, in the U.S. Bankruptcy Court for the Southern District of New York (the “October 31, 2022 Adversary Complaint”), Case No. 22-10760-dsj [Docket No. 956].

The October 31, 2022 Adversary Complaint alleges various spurious causes of action, stemming from various alleged breaches of the provisions of the 2016 Term Loan Agreement, including claims for breach of contract, declaratory judgment, breach of the implied covenant of good faith and fair dealing, conversion, aiding and abetting conversion, unjust enrichment, equitable subordination, tortious interference with contract, and constructive trust. The October 31, 2022 Adversary Complaint

On December 5, 2022, in response to the October 31, 2022 Adversary Complaint, the Company filed a motion to dismiss, asking the Bankruptcy Court to dismiss the claims against the Company on the bases that: (i) such claims are derivative and the plaintiffs lack standing to pursue them, (ii) such claims are not permissible under New York law or the Bankruptcy Code, (iii) entering into the previously disclosed August 2019 senior secured term loan facility by and among the Company, Products Corporation, certain affiliated funds, investment vehicles or accounts managed or advised by Ares Management LLC, as lender and Wilmington Trust, National Association, as administrative and collateral agent (the "2019 Term Loan Facility" or the "2019 Term Loan Agreement) did not violate the 2016 Term Loan Agreement, and (iv) such claims fail to state viable tort or quasi-contract claims under New York law. Jefferies and the BrandCo Lenders also filed motions to dismiss the October 31, 2022 Adversary Complaint.

On the same day, the Company also filed an Answer and Counterclaims in response to the October 31, 2022 Adversary Complaint, in which the Company requested a declaratory judgment that, among other things, the plaintiffs are not entitled to the relief they are seeking in connection with the 2019 Term Loan Facility, the 2020 BrandCo Credit Agreement, or any other equitable relief under New York Law and the Bankruptcy Code.

A hearing on the Company’s motion to dismiss was held on February 2, 2023, and on February 14, 2023, the Bankruptcy Court granted the motion to dismiss as to all claims against the Company and all of the October 31, 2022 Adversary Complaint claims for equitable relief. With respect to the non-Company defendants, the Bankruptcy Court directed all parties to file letters on or before February 15, 2023 concerning whether the standing grounds on which the Bankruptcy Court’s decision was based apply to the remaining causes of action as against the non-Company defendants, and the parties filed such letters on the Bankruptcy Court’s docket on February 15, 2023. A trial was scheduled to begin on March 6, 2023.

Due to the global settlement embodied in the Plan, the parties have agreed that the adversary proceeding will be stayed pending confirmation of the Plan, at which point the Debtors anticipate that the adversary proceeding will be dismissed with prejudice through the Bankruptcy Court’s order confirming the Plan and/or a separate order entered on the adversary proceeding’s docket. The parties’ agreement is also reflected in the So Ordered Stipulation and Order Signed on 2/27/2023 Staying the Adversary Proceeding and Dismissing the Complaint Upon the Plan Effective Date, Case No. 22-01167-dsj [Docket No. 130].