Revlon chapter 11 plan confirmed
We are advising certain prepetition, DIP and exit financing lenders and equity backstop parties
Davis Polk is advising an ad hoc group of BrandCo term loan lenders in connection with the chapter 11 restructuring of Revlon, Inc. and certain of its subsidiaries (collectively, “Revlon”).
On April 3, 2023, the Bankruptcy Court for the Southern District of New York confirmed a chapter 11 plan of reorganization for Revlon. The plan, which provides for a comprehensive restructuring of the company and a global settlement of issues and litigation previously raised in the chapter 11 cases, is supported by all major case constituents. It reflects the terms of a restructuring support agreement initially entered into on December 19, 2022, by Revlon, the ad hoc group and the official committee of unsecured creditors, and later amended and restated on February 21, 2023, to include 2016 term loan lenders holding over 94% of claims under that facility.
The amended and restated RSA was achieved after a preliminary victory in favor of the defendants in litigation previously commenced by certain 2016 lenders against Revlon and the BrandCo lenders relating to Revlon’s 2020 “BrandCo” financing; its terms, as effectuated under the plan, conclusively and consensually resolve all remaining claims in connection with that litigation.
Under the plan, the reorganized company’s common equity and rights to participate in an equity rights offering will be distributed 82% to BrandCo B-2 lenders and 18% to 2016 lenders and BrandCo B-3 lenders. In addition, non-equity electing 2016 lenders and BrandCo B-3 lenders will receive a pro rata share of $56 million in cash. BrandCo B-1 lenders will receive take-back term loans under the plan. Pursuant to a settlement with the creditors’ committee reflected in the original restructuring support agreement, the Plan also provides distributions in the form of new warrants or a share of a $44 million settlement cash pool for classes of unsecured creditors that voted to accept the plan.
The reorganized company will be capitalized upon emergence with the proceeds of a $670 million equity rights offering backstopped 82% by BrandCo B-2 lenders and 18% by 2016 lenders (or their transferees), and exit financing committed by certain BrandCo B-1 lenders and other parties.
Revlon is a leading global beauty company with a portfolio of iconic brands that transform the lives of women and men around the world. Revlon manufactures and markets color cosmetics, hair color and care, skincare, beauty care and fragrances through a diverse portfolio of more than 15 brands sold in more than 150 countries.
The Davis Polk restructuring team includes partners Eli J. Vonnegut and Angela M. Libby, counsel Christian Fischer and Robert (Bodie) Stewart and associates Stephanie Massman, Stephen Ford, David Kratzer, Hailey W. Klabo, Helen Zhang and Mary Kudolo. The litigation team includes partners Elliot Moskowitz and associates Garrett Cardillo and Allegra M. Bianchini. The finance team includes partner David Hahn. The securities distribution team includes partner Derek Dostal. The tax team includes partner William A. Curran and counsel Tracy L. Matlock. The corporate team includes partner Brian Wolfe. The executive compensation team includes partner Adam Kaminsky. Members of the Davis Polk team are located in the New York, London and Washington DC offices.