REV / Revlon, Inc. - Class A - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-11178 REVLON, INC. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

POS AM 1 eh230351543posam-223.htm AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on May 2, 2023 Registration No. 333-102969 Registration No. 333-128815 Registration No. 333-141545 Registration No. 333-156072 Registration No. 333-169223 Registration No. 333-264032 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-3

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

S-8 POS 1 eh230351558s8pos1-267.htm AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on May 2, 2023 Registration No. 333-03421 Registration No. 333-48871 Registration No. 333-76267 Registration No. 333-71378 Registration No. 333-91038 Registration No. 333-91040 Registration No. 333-116160 Registration No. 333-147955 Registration No. 333-256893 UNITED STATES SECURITIES AND EXCHA

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

As filed with the Securities and Exchange Commission on May 2, 2023

As filed with the Securities and Exchange Commission on May 2, 2023 Registration No.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

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: April 25, 2023 (Date of earliest event reported: April 21, 2023) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. Delaware 55

Liquidity Forecast as of April 2023 Disclaimer 2 This presentation contains highly confidential information and is solely for informational purposes. You should not rely upon or use it to form the definitive basis for any decision or action whatsoeve

Exhibit 99.1 Liquidity Forecast as of April 2023 Disclaimer 2 This presentation contains highly confidential information and is solely for informational purposes. You should not rely upon or use it to form the definitive basis for any decision or action whatsoever, with respect to any proposed transaction or otherwise. You and your affiliates and agents must hold this presentation and any oral inf

MIDCAP FINANCIAL TRUST c/o MIDCAP FINANCIAL SERVICES, LLC, as Servicer 7255 Woodmont Avenue, Suite 300 Bethesda, MD 20814

Exhibit 10.1 MIDCAP FINANCIAL TRUST c/o MIDCAP FINANCIAL SERVICES, LLC, as Servicer 7255 Woodmont Avenue, Suite 300 Bethesda, MD 20814 CONFIDENTIAL April 24, 2023 Revlon Consumer Products Corporation 55 Water St., 43rd Floor New York, New York 10041-0004 Attention: Matt Kvarda, Interim Chief Financial Officer Commitment Letter Ladies and Gentlemen: You have advised MidCap Financial Trust, a Delawa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Regis

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE THIRD AMENDED JOINT PLAN OF REORGANIZATION OF REVLON, INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

Exhibit 2.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) REVLON, INC., et al.,1 ) Case No. 22-10760 (DSJ) ) Debtors. ) (Jointly Administered) ) FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE THIRD AMENDED JOINT PLAN OF REORGANIZATION OF REVLON, INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE WHEREAS the above-capt

THIRD AMENDED JOINT PLAN OF REORGANIZATION OF REVLON, INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

Exhibit 99.1 Paul M. Basta Alice Belisle Eaton Kyle J. Kimpler Robert A. Britton Brian Bolin Sean A. Mitchell PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) REVLON, INC.

Revlon Announces Confirmation of Plan of Reorganization Bankruptcy Court Approves Plan to Reduce Debt by More Than $2 Billion Revlon Expected to Emerge With Simplified Capital Structure and Path For Future Growth Exit from Chapter 11 On Track for Lat

Exhibit 99.2 Press Release Revlon Announces Confirmation of Plan of Reorganization Bankruptcy Court Approves Plan to Reduce Debt by More Than $2 Billion Revlon Expected to Emerge With Simplified Capital Structure and Path For Future Growth Exit from Chapter 11 On Track for Late April NEW YORK – Apr. 4, 2023 – Revlon, Inc. (“Revlon” or the “Company”) today announced that the United States Bankruptc

UNITED STATES

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: April 4, 2023 (Date of earliest event reported: March 31, 2023) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662955 D

Liquidity Forecast as of March 2023 Disclaimer 2 This presentation contains highly confidential information and is solely for informational purposes. You should not rely upon or use it to form the definitive basis for any decision or action whatsoeve

Exhibit 99.3 Liquidity Forecast as of March 2023 Disclaimer 2 This presentation contains highly confidential information and is solely for informational purposes. You should not rely upon or use it to form the definitive basis for any decision or action whatsoever, with respect to any proposed transaction or otherwise. You and your affiliates and agents must hold this presentation and any oral inf

Revlon, Inc Audit Committee Pre-Approval Policy

Exhibit 99.1 REVLON, INC. Q4 2022 and 2023 AUDIT COMMITTEE PRE-APPROVAL POLICY I. STATEMENT OF PRINCIPLES The Audit Committee is required to pre-approve the audit and non-audit services performed by the Company’s independent auditor, KPMG LLP (“KPMG LLP” or the “independent auditor”), in order to assure that KPMG LLP’s provision of such services does not impair its independence. Unless a type of s

Power of Attorney executed by Paul Aronzon.

Exhibit 24.3 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the “Corporation”), hereby constitutes and appoints each of Andrew Kidd and Seth Fier, or any one of them, each acting alone, his true and lawful attorney‑in‑fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation’s Annual Repo

Subsidiaries of Revlon, Inc.

Exhibit 21.1 Subsidiaries of Revlon, Inc. As of December 31, 2022 Domestic Almay, Inc. Charles Revson Inc. Revlon Consumer Products Corporation Art & Science, Ltd. Creative Nail Design Inc. Revlon Development Corp. Bari Cosmetics, Ltd. Cutex, Inc. Revlon Finance LLC Beautyge II, LLC. DF Enterprises, Inc. Revlon Government Sales, Inc. Beautyge Brands USA Inc. Elizabeth Arden (Financing), Inc. Revlo

Regulation FD Disclosure, Financial Statements and Exhibits

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 17, 2023 (Date of earliest event reported: March 16, 2023) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. Delaware 55

Liquidity Forecast as of February 2023 Disclaimer 2 This presentation contains highly confidential information and is solely for informational purposes. You should not rely upon or use it to form the definitive basis for any decision or action whatso

Exhibit 99.1 Liquidity Forecast as of February 2023 Disclaimer 2 This presentation contains highly confidential information and is solely for informational purposes. You should not rely upon or use it to form the definitive basis for any decision or action whatsoever, with respect to any proposed transaction or otherwise. You and your affiliates and agents must hold this presentation and any oral

Power of Attorney executed by Ceci Kurzman.

Exhibit 24.7 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the “Corporation”), hereby constitutes and appoints each of Andrew Kidd and Seth Fier, or any one of them, each acting alone, his true and lawful attorney‑in‑fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation’s Annual Repo

Power of Attorney executed by Victor Nichols.

Exhibit 24.8 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the “Corporation”), hereby constitutes and appoints each of Andrew Kidd and Seth Fier, or any one of them, each acting alone, his true and lawful attorney‑in‑fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation’s Annual Repo

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 (Date of earliest event reported): March 16, 2023 REVLON INC /DE/ (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Power of Attorney executed by Kristin Dolan.

Exhibit 24.5 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the “Corporation”), hereby constitutes and appoints each of Andrew Kidd and Seth Fier, or any one of them, each acting alone, his true and lawful attorney‑in‑fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation’s Annual Repo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of Inco

Power of Attorney executed by Ronald O. Perelman.

Exhibit 24.1 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the “Corporation”), hereby constitutes and appoints each of Andrew Kidd and Seth Fier, or any one of them, each acting alone, his true and lawful attorney‑in‑fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation’s Annual Repo

Power of Attorney executed by Debra G. Perelman.

Exhibit 24.9 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the “Corporation”), hereby constitutes and appoints each of Andrew Kidd and Seth Fier, or any one of them, each acting alone, his true and lawful attorney‑in‑fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation’s Annual Repo

Power of Attorney executed by Cristiana Falcone.

Exhibit 24.6 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the “Corporation”), hereby constitutes and appoints each of Andrew Kidd and Seth Fier, or any one of them, each acting alone, his true and lawful attorney‑in‑fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation’s Annual Repo

Power of Attorney executed by E. Scott Beattie.

Exhibit 24.2 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the “Corporation”), hereby constitutes and appoints each of Andrew Kidd and Seth Fier, or any one of them, each acting alone, his true and lawful attorney‑in‑fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation’s Annual Repo

Power of Attorney executed by Alan S. Bernikow.

Exhibit 24.4 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the “Corporation”), hereby constitutes and appoints each of Andrew Kidd and Seth Fier, or any one of them, each acting alone, his true and lawful attorney‑in‑fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation’s Annual Repo

Revlon Reports Fourth Quarter 2022 Results

Exhibit 99.1 Revlon Reports Fourth Quarter 2022 Results NEW YORK-(BUSINESS WIRE)-March 16, 2023-Revlon, Inc. (“Revlon” and together with its subsidiaries, the “Company”) today announced its results for the quarter ended December 31, 2022, in its Form 10-K filed with the Securities and Exchange Commission (the “SEC”). On June 15, 2022, Revlon and certain of its subsidiaries (collectively, the “Debt

Power of Attorney executed by Barry F. Schwartz.

Exhibit 24.10 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the “Corporation”), hereby constitutes and appoints each of Andrew Kidd and Seth Fier, or any one of them, each acting alone, his true and lawful attorney‑in‑fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation’s Annual Rep

Entry into a Material Definitive Agreement

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 10, 2023 (Date of earliest event reported: March 6, 2023) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662955 D

FIRST AMENDED JOINT PLAN OF REORGANIZATION OF REVLON, INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

Exhibit 99.1 SOLICITATION VERSION Paul M. Basta Alice Belisle Eaton Kyle J. Kimpler Robert A. Britton Brian Bolin Sean A. Mitchell PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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: February 21, 2023 (Date of earliest event reported: February 21, 2023) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. Delaw

Project Wave Cleansing Materials February 21, 2023 1 Settlement Terms 2 Settlement Terms (2.17.23) Final Terms (2.16.23) Rights Offering Size $670mm (represents $20mm increase to $650mm contemplated in the Plan) First $20mm in excess of the $285mm li

Exhibit 99.3 Project Wave Cleansing Materials February 21, 2023 1 Settlement Terms 2 Settlement Terms (2.17.23) Final Terms (2.16.23) Rights Offering Size $670mm (represents $20mm increase to $650mm contemplated in the Plan) First $20mm in excess of the $285mm liquidity threshold defined in the Plan will first reduce the size of the Rights Offering BrandCo B-1 Treatment Deferral by BrandCo B-1 len

Amended and Restated Backstop Commitment Agreement, dated as of February 21, 2023, by and among the Company and the parties thereto (incorporated by reference to Exhibit 10.2 to Revlon’s Current Report on Form 8-K filed with the SEC on February 21, 2023).

Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED BACKSTOP COMMITMENT AGREEMENT AMONG REVLON, INC. REVLON CONSUMER PRODUCTS CORPORATION EACH OF THE OTHER DEBTORS LISTED ON SCHEDULE 1 HERETO AND THE EQUITY COMMITMENT PARTIES PARTY HERETO Dated as of February 21, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions. 2 Section 1.2 Construction. 17 ARTICLE II BACKSTOP COMMITME

Amended and Restated Restructuring Support Agreement, dated as of February 21, 2023, by and among the Company and the parties thereto (incorporated by reference to Exhibit 10.1 to Revlon’s Current Report on Form 8-K filed with the SEC on February 21, 2023).

Exhibit 10.1 EXECUTION VERSION THIS AMENDED AND RESTATED CHAPTER 11 RESTRUCTURING SUPPORT AGREEMENT DOES NOT CONSTITUTE, AND SHALL NOT BE DEEMED TO BE, AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OR 1126 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL AP

DISCLOSURE STATEMENT FOR FIRST AMENDED JOINT PLAN OF REORGANIZATION OF REVLON, INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

Exhibit 99.2 SOLICITATION VERSION UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 REVLON, INC., et al.,1 Case No. 22-10760 (DSJ) Debtors. (Jointly Administered) DISCLOSURE STATEMENT FOR FIRST AMENDED JOINT PLAN OF REORGANIZATION OF REVLON, INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE Paul M. Basta Alice Belisle Eaton Kyle J. Kimpler Ro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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: February 21, 2023 (Date of earliest event reported: February 21, 2023) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. Delaw

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: February 17, 2023 (Date of earliest event reported: February 17, 20

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: February 17, 2023 (Date of earliest event reported: February 17, 2023) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-36

Preliminary Q4’22 & FY’22 Recap January 13, 2023 Disclaimer 2 This presentation contains highly confidential information and is solely for informational purposes. You should not rely upon or use it to form the definitive basis for any decision or act

Exhibit 99.1 Preliminary Q4’22 & FY’22 Recap January 13, 2023 Disclaimer 2 This presentation contains highly confidential information and is solely for informational purposes. You should not rely upon or use it to form the definitive basis for any decision or action whatsoever, with respect to any proposed transaction or otherwise. You and your affiliates and agents must hold this presentation and

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

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: January 18, 2023 (Date of earliest event reported: January 17, 2023) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. Delawar

Backstop Commitment Agreement, dated as of January 17, 2023, by and among the Company and the parties thereto (incorporated by reference to Exhibit 10.1 to Revlon’s Current Report on Form 8-K filed with the SEC on January 18, 2023).

EX-10.1 2 brhc10046677ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version BACKSTOP COMMITMENT AGREEMENT AMONG REVLON, INC. REVLON CONSUMER PRODUCTS CORPORATION EACH OF THE OTHER DEBTORS LISTED ON SCHEDULE 1 HERETO AND THE EQUITY COMMITMENT PARTIES PARTY HERETO Dated as of January 17, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.1 Definitions. 2 Section 1.2 Construction. 17 Arti

Debt Commitment Letter, dated as of January 17, 2023, by and among the Company and the parties thereto (incorporated by reference to Exhibit 10.2 to Revlon’s Current Report on Form 8-K filed with the SEC on January 18, 2023).

EX-10.2 3 brhc10046677ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Execution Version January 17, 2023 Revlon Consumer Products Corporation One New York Plaza New York, New York 10004 Attention: Matthew Kvarda $200,000,000 Incremental New Money Facility Backstop Commitment Letter In connection with that certain Joint Plan of Reorganization of Revlon, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of

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: January 13, 2022 (Date of earliest event reported: January 12, 2023

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: January 13, 2022 (Date of earliest event reported: January 12, 2023) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662

Regulation FD Disclosure, Financial Statements and Exhibits

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: December 23, 2022 (Date of earliest event reported: December 22, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. Delaw

JOINT PLAN OF REORGANIZATION OF REVLON, INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

Exhibit 99.1 Paul M. Basta Alice Belisle Eaton Kyle J. Kimpler Robert A. Britton Brian Bolin PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) REVLON, INC., et al.,1 ) Case

THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE COURT. THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT BEEN

Exhibit 99.2 THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL A DISCLOSURE STATEMENT HAS BEEN APPROVED BY THE COURT. THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT BEEN APPROVED BY THE COURT. THE INFORMATION IN THIS DISCLOSURE STATEMENT IS SUBJECT TO CHANGE. THIS DISCLOSURE STATEMENT IS NOT AN OFFER TO SE

Restructuring Support Agreement, dated as of December 19, 2022, by and among the Company and the parties thereto (incorporated by reference to Exhibit 10.1 to Revlon’s Current Report on Form 8-K filed with the SEC on December 19, 2022).

Exhibit 10.1 EXECUTION VERSION THIS CHAPTER 11 RESTRUCTURING SUPPORT AGREEMENT DOES NOT CONSTITUTE, AND SHALL NOT BE DEEMED TO BE, AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OR 1126 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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: December 19, 2022 (Date of earliest event reported: December 15, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. Delaw

FY’23 – FY’26 Business Plan Overview Table of Contents Q4’22 & FY’22 Update 3 FY’23 – FY’26 Business Plan 6 Liquidity Forecast 15 Business Plan Overlays 24 Non-GAAP Reconciliation 26 1 2 3 2 4 5 Q4’22 & FY’22 Update 3 PF F8 vs. DIP Sizing Variance (a

Exhibit 99.1 FY’23 – FY’26 Business Plan Overview Table of Contents Q4’22 & FY’22 Update 3 FY’23 – FY’26 Business Plan 6 Liquidity Forecast 15 Business Plan Overlays 24 Non-GAAP Reconciliation 26 1 2 3 2 4 5 Q4’22 & FY’22 Update 3 PF F8 vs. DIP Sizing Variance (at ’22 Budget FX Rates) P&L Variance to DIP Sizing (H2’22) (Unless otherwise noted, USD in millions at FY’22 Budget F/X Rates) Q3 ’22 figu

Entry into a Material Definitive Agreement

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: December 14, 2022 (Date of earliest event reported: December 11, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-36

Entry into a Material Definitive Agreement

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: November 14, 2022 (Date of earliest event reported: November 13, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-36

Exhibit 26

Exhibit 26 Execution Version STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of November 8, 2022, by and among Perelman Trust Company, LLC, a Delaware limited liability company (the "Seller"), and RCH Holdings Six, Inc.

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be execu

Exhibit 25 Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto.

REV / Revlon Inc / MacAndrews & Forbes Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 20)* REVLON, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Classes of Securities) 761525609 (CUSIP Number of Classes of Securities) JE

Key Employee Incentive Plan (incorporated by reference to Exhibit 10.1 to the Revlon Q3 2022 Form 10-Q).

Exhibit 10.1 REVLON, INC. 2022 KEY EMPLOYEE INCENTIVE PLAN 1.Purpose. The purpose of this Revlon, Inc. 2022 Key Employee Incentive Plan (this ?Plan?) is to promote the interests of Revlon, Inc., a Delaware corporation, or any successor corporation (together with their subsidiaries, the ?Company?) by providing incentives to key management personnel of the Company to make extraordinary efforts to ex

Form of Award for Key Employee Incentive Plan

Exhibit 10.2 Personal & Confidential September 23, 2022 Re: KEIP Participation Dear : In light of your past and future contributions to Revlon, Inc. (the ?Company?), we would like to offer you an incentive award under the Company?s 2022 Key Employee Incentive Plan (the ?Plan?). The Plan provides incentive compensation to key management personnel of the Company and its subsidiaries, in order to inc

Key Employee Retention Plan (incorporated by reference to Exhibit 10.3 to the Revlon Q3 2022 Form 10-Q).

Exhibit 10.3 REVLON, INC. 2022 KEY EMPLOYEE RETENTION PLAN 1.Purpose. The purpose of this Revlon, Inc. 2022 Key Employee Retention Plan (this ?Plan?) is to promote the interests of Revlon, Inc., a Delaware corporation, or any successor corporation (collectively with its subsidiaries, the ?Company?) by providing retention payments to certain employees of the Company whose duties are critically impo

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 (Date of earliest event reported): November 8, 2022

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 (Date of earliest event reported): November 8, 2022 Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; Stat

Revlon Reports Third Quarter 2022 Results

Exhibit 99.1 Revlon Reports Third Quarter 2022 Results NEW YORK-(BUSINESS WIRE)-November 8, 2022-Revlon, Inc. (“Revlon” and together with its subsidiaries, the “Company”) today announced its results for the quarter ended September 30, 2022, in its Form 10-Q filed with the Securities and Exchange Commission (the “SEC”). On June 15, 2022, the Company commenced a voluntary Chapter 11 financial restru

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the Class A Common Stock (the "Common Stock") of Revlon, Inc.

revlon ANNOUNCES NEW YORK STOCK EXCHANGE’S DECISION TO DELIST ITS COMMON STOCK

EXHIBIT 99.1 revlon ANNOUNCES NEW YORK STOCK EXCHANGE’S DECISION TO DELIST ITS COMMON STOCK NEW YORK, October 20, 2022 (BUSINESS WIRE) – Revlon, Inc. (NYSE: REV) (“Revlon” or the “Company”) today announced that on October 20, 2022, the NYSE Regulatory Oversight Committee’s Committee for Review rejected the Company's appeal and affirmed the New York Stock Exchange Staff's (“NYSE Staff”) decision to

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: October 20, 2022 (Date of earliest event reported: October 20, 2022

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: October 20, 2022 (Date of earliest event reported: October 20, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662

_________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal yea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-11178 Full title of the plan and th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 (Date of earliest event reported): September 28, 2022 (September 22, 2022) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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: September 20, 2022 (Date of earliest event reported: September 14, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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: September 8, 2022 (Date of earliest event reported: September 1, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-36

Regulation FD Disclosure

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: September 2, 2022 (Date of earliest event reported: September 2, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-36

Regulation FD Disclosure

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: August 12, 2022 (Date of earliest event reported: August 12, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-366295

REVLON REPORTS SECOND QUARTER 2022 RESULTS

EXHIBIT 99.1 REVLON REPORTS SECOND QUARTER 2022 RESULTS NEW YORK, August 9, 2022 - Revlon, Inc. (NYSE: REV) (?Revlon? and together with its subsidiaries, the ?Company?) today announced its results for the quarter ended June 30, 2022, in its Form 10-Q filed with the Securities and Exchange Commission (the ?SEC?). During the quarter, the Company commenced a voluntary Chapter 11 financial restructuri

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 (Date of earliest event reported): August 9, 2022 Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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: July 7, 2022 (Date of earliest event reported: June 30, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. Delaware One N

Super-Priority Senior Secured Debtor-in-Possession Asset-Based Credit Agreement, dated as of June 30, 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 MidCap Funding IV Trust, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to Revlon’s Current Report on Form 8-K filed with the SEC on July 7, 2022).

Exhibit 10.1 EXECUTION VERSION SUPER-PRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION ASSET-BASED REVOLVING CREDIT AGREEMENT among REVLON CONSUMER PRODUCTS CORPORATION, a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code as Borrower, and REVLON, INC., a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code as Holdings, THE LENDERS PARTY HERETO MIDCAP FUNDING IV

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 11-K 1 brhc10039284nt11k.htm NT 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 1-11178 (Check One): ☐ Form 10-K ☐ Form 20-F ☒ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Re

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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: June 23, 2022 (Date of earliest event reported: June 16, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. Delaware One

SUMMARY OF TERMS AND CONDITIONS (“TERM SHEET”) REVLON CONSUMER PRODUCTS CORPORATION SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION ASSET-BASED REVOLVING CREDIT FACILITY

EX-10.1 2 ny20004580x1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION SUMMARY OF TERMS AND CONDITIONS (“TERM SHEET”) REVLON CONSUMER PRODUCTS CORPORATION SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION ASSET-BASED REVOLVING CREDIT FACILITY This Term Sheet is a binding agreement by the DIP ABL Lenders (as defined below) with respect to the DIP ABL Commitments (as defined below) to provide

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 (incorporated by reference to Exhibit 10.2 to Revlon’s Current Report on Form 8-K filed with the SEC on June 23, 2022).

Exhibit 10.2 Execution Copy SUPERPRIORITY SENIOR SECURED DEBTOR-IN-POSSESSION CREDIT AGREEMENT 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 HERETO and Jefferies Finance LLC, as Administrati

Filing Subsidiaries

Exhibit 99.1 Filing Subsidiaries Almay, Inc. Art & Science, Ltd. Bari Cosmetics, Ltd. Beautyge Brands USA, Inc. Beautyge U.S.A., Inc. Charles Revson Inc. Creative Nail Design, Inc. Cutex, Inc. DF Enterprises, Inc. Elizabeth Arden (Financing), Inc. Elizabeth Arden Investments, LLC Elizabeth Arden NM, LLC Elizabeth Arden Travel Retail, Inc. Elizabeth Arden USC, LLC Elizabeth Arden, Inc. FD Managemen

1 Brand Presentation June 2022 Highly Confidential / Not to be Shared with any Party other than with Express Consent of Company Counsel Subject to Non-Disclosure Agreements and FRE 408 2 Agenda Business Overview: Key Brands in Key Markets Revlon in U

Exhibit 99.3 1 Brand Presentation June 2022 Highly Confidential / Not to be Shared with any Party other than with Express Consent of Company Counsel Subject to Non-Disclosure Agreements and FRE 408 2 Agenda Business Overview: Key Brands in Key Markets Revlon in US Mass Revlon Professional in EMEA Elizabeth Arden in Asia Supply Chain Including cost take-out discussion Financial Review 3 Today?s Pre

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Bankruptcy or Receivership

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: June 16, 2022 (Date of earliest event reported: June 12, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. Delaware One

Revlon Takes Step Towards Reorganizing Capital Structure as the Company Continues to Execute Against its Strategic Plan Voluntarily Files for Chapter 11 Reorganization Will Allow Company to Continue to Operate Seamlessly in All Markets and Focus On D

Exhibit 99.2 Revlon Takes Step Towards Reorganizing Capital Structure as the Company Continues to Execute Against its Strategic Plan Voluntarily Files for Chapter 11 Reorganization Will Allow Company to Continue to Operate Seamlessly in All Markets and Focus On Driving Future Growth While Navigating Through the Ongoing Impacts of Global Supply Chain Challenges and Rising Inflation Revlon Expects t

Revlon $303.4 $39.0 Elizabeth Arden 186.2 15.1 Owned Fragrance Portfolio⁽¹⁾ 22.8 8.0 Mitchum 34.7 2.1 American Crew 28.8 8.4 Almay 18.8 0.2 Multicultural Group⁽²⁾ 27.8 5.3 CND 19.7 4.1 Other 129.7 7.2 TOTAL $771.9 $89.4 Presented at 2022 Reported Rat

Exhibit 99.5 Revlon $303.4 $39.0 Elizabeth Arden 186.2 15.1 Owned Fragrance Portfolio??? 22.8 8.0 Mitchum 34.7 2.1 American Crew 28.8 8.4 Almay 18.8 0.2 Multicultural Group??? 27.8 5.3 CND 19.7 4.1 Other 129.7 7.2 TOTAL $771.9 $89.4 Presented at 2022 Reported Rates January?May NET SALES EBITDA Financial Overview 2022A YTD ($ Millions) Source: Internal Management data. 1 Owned Fragrance Portfolio i

Financial Overview 2020-21A ($ Millions) Source: Internal Management data. 1 Owned Fragrance Portfolio includes Curve, Giorgio (Beverly Hills), Charlie, Halston, White Shoulders, Paul Sebastian Men and Paul Sebastian Women. 2 Multicultural Group “MCG

Exhibit 99.6 Financial Overview 2020-21A ($ Millions) Source: Internal Management data. 1 Owned Fragrance Portfolio includes Curve, Giorgio (Beverly Hills), Charlie, Halston, White Shoulders, Paul Sebastian Men and Paul Sebastian Women. 2 Multicultural Group ?MCG? includes Cr?me of Nature, Lotta Body, Roux and Fanci-Full. 2 FYE December 31, 2020A 2021A NET SALES Revlon $692.6 $727.9 Elizabeth Arde

Project Wave Preliminary DIP Sizing Analysis June 12, 2022 DIP Sizing Analysis: Summary View $ in 000s DIP Sizing Analysis: Summary View (cont’d) $ in 000s DIP Sizing Analysis: Working Capital Detail $ in 000s DIP Sizing Analysis: Summary View – 2023

Exhibit 99.4 Project Wave Preliminary DIP Sizing Analysis June 12, 2022 DIP Sizing Analysis: Summary View $ in 000s DIP Sizing Analysis: Summary View (cont?d) $ in 000s DIP Sizing Analysis: Working Capital Detail $ in 000s DIP Sizing Analysis: Summary View ? 2023 Fcst $ in 000s DIP Sizing Analysis: Summary View ? 2023 Fcst $ in 000s DIP Sizing Analysis: Working Capital Detail ? 2023 Fcst $ in 000s

Submission of Matters to a Vote of Security Holders

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: June 8, 2022 (Date of earliest event reported: June 2, 2022) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission F

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 (Date of earliest event reported): May 4, 2022 Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.

Amendment No. 3, dated as of May 4, 2022, to the Amended and Restated Consulting Agreement, dated as of March 11, 2020, between Products Corporation and E. Scott Beattie (incorporated by reference to Exhibit 10.1 to the Revlon Q1 2022 Form 10-Q).

Exhibit 10.1 E. Scott Beattie 230 East Rivo Alto Drive Miami Beach, Florida 33139 Dear Scott: This letter agreement (this ?Amendment?) amends the Amended and Restated Consulting Agreement, by and among you, Revlon, Inc., and Revlon Consumer Products Corporation, dated as of March 11, 2020 (as previously amended and as may be further amended from time to time, the ?Consulting Agreement?). Capitaliz

Revlon Reports First Quarter 2022 Results

Exhibit 99.1 Revlon Reports First Quarter 2022 Results Improved Financial Results Driven by Revenue and Margin Growth, and Continued Implementation of Cost Controls Highest First Quarter As Reported Operating Income in Six Years NEW YORK-(BUSINESS WIRE)-May 4, 2022-Revlon, Inc. (NYSE: REV) (?Revlon? and together with its subsidiaries, the ?Company?) today announced its results for the quarter ende

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of

Up to $25,000,000

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-264032 PROSPECTUS SUPPLEMENT (To Prospectus dated April 8, 2022) Up to $25,000,000 ? Revlon, Inc. ? Class A Common Stock We have entered into an Open Market Sale AgreementSM, or the Sale Agreement, with Jefferies LLC, or Jefferies, relating to the sale of shares of our Class A common stock, par value $0.01 per share, offered b

REV / Revlon Inc / MacAndrews & Forbes Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 19)* REVLON, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Classes of Securities) 761525609 (CUSIP Number of Classes of Securities) JE

OPEN MARKET SALE AGREEMENTSM

Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM April 25, 2022 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Revlon, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the ?Agent?), shares of the Company?s Class A common stoc

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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 (Date of earliest event reported): April 25, 2022 Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Fifth Amended and Restated Revlon, Inc. Stock Plan (incorporated by reference to Annex B to Revlon's Definiti

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?? ) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Ru

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

DEFA14A 1 edge20002266x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commissio

Revlon, Inc. One New York Plaza New York, NY 10004

Revlon, Inc. One New York Plaza New York, NY 10004 April 6, 2022 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Michael Davis Re: Revlon, Inc. Registration Statement on Form S-3 Filed March 31, 2022 File No. 333-264032 Dear Mr. Davis: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Regis

Form of Indenture to be entered into by the Company and U.S. Bank Trust Company, National Association, as Trustee (the “Senior Indenture”).

Exhibit 4.3 REVLON, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee FORM OF INDENTURE Dated as of [] Providing for Issuance of Senior Securities in Series Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 Reflected in Indenture TIA Section ?SS?310 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not Applic

Amendment No. 9, dated as of March 31, 2022, among Revlon Consumer Products Corporation, Revlon, Inc., the other Loan Parties party thereto, the SISO Term Lenders party thereto, the Revolving Lenders party thereto and MidCap Funding IV Trust, as Primary Administrative Agent and Collateral Agent.

EXHIBIT 4.1 EXECUTION COPY AMENDMENT NO. 9 to the Existing Credit Agreement (as defined below), dated as of March 31, 2022 (this ?Amendment?), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the ?Borrower?), REVLON, INC., a Delaware corporation (?Holdings?), the other Loan Parties, the SISO Term Lenders party hereto, the Revolving Lenders party hereto, and MIDCAP FUNDING IV TRU

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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 31, 2022 (Date of earliest event reported: March 30, 2022) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662955

Form of Subordinated Indenture to be entered into by the Company and U.S. Bank Trust Company, National Association, as Trustee (the “Subordinated Indenture”).

Exhibit 4.4 REVLON, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee FORM OF INDENTURE Dated as of [] Providing for Issuance of Subordinated Securities in Series Table Showing Reflection in Indenture of Certain Provisions of Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990 Reflected in Indenture TIA Section ?SS?310 (a)(1) 6.09 (a)(2) 6.09 (a)(3) Not

As filed with the Securities and Exchange Commission on March 31, 2022

Table of Contents As filed with the Securities and Exchange Commission on March 31, 2022 Registration No.

Statement of eligibility and qualification on Form T-1 of U.S. Bank Trust Company, National Association with respect to the Company under the Senior Indenture and Subordinated Indenture.

EX-25.1 6 d337835dex251.htm EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (7) Proposed Maximum Offering Price Per Unit (8) Maximum Aggregate Offering Price(8) Fee Rate (9) Amount of Registration Fee(8)(10) Carry

Revlon, Inc Audit Committee Pre-Approval Poli

Exhibit 99.1 REVLON, INC. Q4 2021 and 2022 AUDIT COMMITTEE PRE-APPROVAL POLICY I. STATEMENT OF PRINCIPLES The Audit Committee is required to pre-approve the audit and non-audit services performed by the Company?s independent auditor, KPMG LLP (?KPMG LLP? or the ?independent auditor?), in order to assure that KPMG LLP?s provision of such services does not impair its independence. Unless a type of s

Power of Attorney executed by Barry F. Schwartz

Exhibit 24.7 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the ?Corporation?), hereby constitutes and appoints each of Penny Tehrani-Littrell and Seth Fier, or any one of them, each acting alone, his true and lawful attorney?in?fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation?s

incorporated by reference to Exhibit 24.1 to the 2021 Form 10-K

Exhibit 24.1 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the ?Corporation?), hereby constitutes and appoints each of Penny Tehrani-Littrell and Seth Fier, or any one of them, each acting alone, his true and lawful attorney?in?fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation?s

incorporated by reference to Exhibit 24.8 to the

Exhibit 24.8 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the ?Corporation?), hereby constitutes and appoints each of Penny Tehrani-Littrell and Seth Fier, or any one of them, each acting alone, his true and lawful attorney?in?fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation?s

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 (Date of earliest event reported): March 3, 2022 Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Power of Attorney executed by E. Scott Beattie

Exhibit 24.2 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the ?Corporation?), hereby constitutes and appoints each of Penny Tehrani-Littrell and Seth Fier, or any one of them, each acting alone, his true and lawful attorney?in?fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation?s

by reference to Exhibit 21.1 to the 202

Exhibit 21.1 Subsidiaries of Revlon, Inc. As of December 31, 2021 Domestic Almay, Inc. Charles Revson Inc. Revlon Consumer Products Corporation Art & Science, Ltd. Creative Nail Design Inc. Revlon Development Corp. Bari Cosmetics, Ltd. Cutex, Inc. Revlon Finance LLC Beautyge II, LLC. DF Enterprises, Inc. Revlon Government Sales, Inc. Beautyge Brands USA Inc. Elizabeth Arden (Financing), Inc. Revlo

Revlon Reports Fourth Quarter and Full Year 2021 Results

Exhibit 99.1 Revlon Reports Fourth Quarter and Full Year 2021 Results Strong Operating Income Growth Reflects Revlon's Continued Execution Against its Strategic Initiatives Amid Macro Supply Chain Challenges NEW YORK-(BUSINESS WIRE)-March 3, 2022-Revlon, Inc. (NYSE: REV) (?Revlon? and together with its subsidiaries, the ?Company?) today announced its results for the quarter ended December 31, 2021

erence to Exhibit 24.5 to the 2021 Form 10-K)

Exhibit 24.5 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the ?Corporation?), hereby constitutes and appoints each of Penny Tehrani-Littrell and Seth Fier, or any one of them, each acting alone, his true and lawful attorney?in?fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation?s

Power of Attorney executed by Kristin Dolan

Exhibit 24.4 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the ?Corporation?), hereby constitutes and appoints each of Penny Tehrani-Littrell and Seth Fier, or any one of them, each acting alone, his true and lawful attorney?in?fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation?s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of Inco

(incorporated by reference to Exhibit 24.3 to the 2021 Form 10-K)

Exhibit 24.3 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the ?Corporation?), hereby constitutes and appoints each of Penny Tehrani-Littrell and Seth Fier, or any one of them, each acting alone, his true and lawful attorney?in?fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation?s

Power of Attorney executed by Victor Nichols

Exhibit 24.6 POWER OF ATTORNEY The undersigned, a Director of REVLON, INC. (the ?Corporation?), hereby constitutes and appoints each of Penny Tehrani-Littrell and Seth Fier, or any one of them, each acting alone, his true and lawful attorney?in?fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the Corporation?s

Exhibit 24

EX-24 3 brhc10032342ex24.htm EXHIBIT 24 Exhibit 24 Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shal

REV / Revlon Inc / MacAndrews & Forbes Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 18)* REVLON, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Classes of Securities) 761525609 (CUSIP Number of Classes of Securities) SH

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 (Date of earliest event reported): November 5, 2021 Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission File Number

Revlon Reports Third Quarter 2021 Results

Exhibit 99.1 Revlon Reports Third Quarter 2021 Results Results Reflect Continued Top-Line Growth in All Reporting Segments Company Continues to Execute on Strategic Pillars, Driving Highest As Reported Third Quarter EBITDA in Five Years NEW YORK-(BUSINESS WIRE)-November 5, 2021-Revlon, Inc. (NYSE: REV) (?Revlon? and together with its subsidiaries, the ?Company?) today announced its results for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; Stat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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: September 29, 2021 (Date of earliest event reported: September 28, 2021) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 (Date of earliest event reported): August 5, 2021 REVLON INC /DE/ (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Revlon Reports Second Quarter 2021 Results

Exhibit 99.1 Revlon Reports Second Quarter 2021 Results Results Reflect Significant Top-Line Improvements Over Prior-Period with Double-Digit Growth Across All Regions and All Segments Gross Margins Improve by 900 Basis Points NEW YORK-(BUSINESS WIRE)-August 5, 2021-Revlon, Inc. (NYSE: REV) (?Revlon? and together with its subsidiaries, the ?Company?) today announced its results for the quarter end

_________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal yea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-11178 Full title of the plan and th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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: June 14, 2021 (Date of earliest event reported: June 8, 2021) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662955 Del

Power of Attorney executed by E. Scott Beattie.

EX-24.5 8 a52441277ex245.htm EXHIBIT 24.5 Exhibit 24.5 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, in connecti

Power of Attorney executed by Victor Nichols.

Exhibit 24.10 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned?s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned?s name, place and stead, in any and all capacities, in connection with the Revlon, Inc. (the "Corporatio

As filed with the Securities and Exchange Commission on June 8, 2021

As filed with the Securities and Exchange Commission on June 8, 2021 Registration No.

Power of Attorney executed by Cristiana Falcone

EX-24.8 11 a52441277ex248.htm EXHIBIT 24.8 Exhibit 24.8 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, in connect

Power of Attorney executed by Debra Perelman.

EX-24.1 4 a52441277ex241.htm EXHIBIT 24.1 Exhibit 24.1 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, in connecti

Power of Attorney executed by Ronald O. Perelman.

Exhibit 24.4 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned?s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned?s name, place and stead, in any and all capacities, in connection with the Revlon, Inc. (the "Corporation

Power of Attorney executed by Victoria Dolan.

Exhibit 24.2 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned?s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned?s name, place and stead, in any and all capacities, in connection with the Revlon, Inc. (the "Corporation

Power of Attorney executed by Kristin Dolan.

Exhibit 24.7 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned?s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned?s name, place and stead, in any and all capacities, in connection with the Revlon, Inc. (the "Corporation

Power of Attorney executed by Barry F. Schwartz.

EX-24.11 14 a52441277ex2411.htm EXHIBIT 24.11 Exhibit 24.11 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities, in con

Power of Attorney executed by Alan S. Bernikow.

Exhibit 24.6 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned?s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned?s name, place and stead, in any and all capacities, in connection with the Revlon, Inc. (the "Corporation

Power of Attorney executed by Ceci Kurzman.

Exhibit 24.9 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned?s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned?s name, place and stead, in any and all capacities, in connection with the Revlon, Inc. (the "Corporation

Power of Attorney executed by Pamela Bucher.

Exhibit 24.3 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, as the undersigned?s true and lawful attorney-in-fact and agent, with full power of substitution, for the undersigned and in the undersigned?s name, place and stead, in any and all capacities, in connection with the Revlon, Inc. (the "Corporation

Submission of Matters to a Vote of Security Holders

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 (Date of earliest event reported): June 4, 2021 Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I

Amendment No. 8, dated as of May 7, 2021, to the Asset-Based Revolving Credit Agreement, dated as of September 7, 2016 (as amended), by and among Products Corporation, Revlon, certain lenders party thereto and MidCap Funded IV Trust, as administrative agent and collateral agent (incorporated by reference to Exhibit 4.2 to Revlon's Form 10-Q filed with the SEC on May 10, 2021).

Exhibit 4.2 Execution Version AMENDMENT NO. 8, dated as of May 7, 2021 (this ?Amendment?), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the ?Borrower?), REVLON, INC., a Delaware corporation (?Holdings?), the other Loan Parties, the New SISO Term Lenders (as defined below) party hereto, the New Revolving Lender (as defined below) party hereto, CITIBANK, N.A., as existing Prim

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of

Revlon Reports First Quarter 2021 Results

EX-99.1 2 a52426272ex991.htm EXHIBIT 99.1 Exhibit 99.1 Revlon Reports First Quarter 2021 Results Company Releases First Quarter 2021 Results Reflecting Sequential Improvement in Top-Line with Continued Cost Reductions from the Company's 2020 Restructuring Program Driving Best First Quarter As Reported Operating Result in Five Years Revlon Announces the Revlon Global Growth Accelerator that include

Results of Operations and Financial Condition, Financial Statements and Exhibits

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: May 10, 2021 (Date of earliest event reported: May 10, 2021) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission F

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Second Amendment to the Fourth Amended and Restated Revlon, Inc. Stock Plan (incorporated by reference to Annex B to Revlon's Definitive Proxy Statement for its 2021 Annual Stockholders' Meeting filed with the SEC on April 20, 2021).

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.?) Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule

Separation Agreement, dated as of November 20, 2020, by and among Revlon, Products Corporation and Sergio Pedreiro (incorporated by reference to Exhibit 10.25 to the Revlon 2020 Form 10-K).

Exhibit 10.25 November 20, 2020 Sergio Pedreiro 601 Lake Avenue Greenwich, CT 06830 Dear Sergio: Consistent with our discussions, your last day of employment will be November 20, 2020 (the ?Separation Date?). This letter agreement and release (the ?Agreement?) sets forth the agreement between you and the Company regarding the separation of your employment with the Company pursuant to Section 4.4 o

Amendment No. 2, dated as of March 10, 2021, to the Amended and Restated Consulting Agreement, dated as of March 11, 2020, between Products Corporation and E. Scott Beattie (incorporated by reference to Exhibit 10.22 to the Revlon 2020 Form 10-K).

Exhibit 10.22 E. Scott Beattie 230 East Rivo Alto Drive Miami Beach, Florida 33139 Dear Scott: This letter agreement (this ?Amendment?) amends the Amended and Restated Consulting Agreement, by and among you, Revlon, Inc., and Revlon Consumer Products Corporation, dated as of March 11, 2020 (as amended from time to time, the ?Consulting Agreement?). Capitalized terms not defined herein shall have t

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of Inco

Power of Attorney executed by Ceci Kurzman.

EX-24.5 11 rev-202010xkxex245.htm EX-24.5 Exhibit 24.5 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, her true and lawful attorney‑in‑fact and agent, with full power of substitution, for her and in her name, place and stead, in any and all capacities, in connection wi

Subsidiaries of Revlon, Inc.

Exhibit 21.1 Subsidiaries of Revlon, Inc. As of December 31, 2020 Domestic Almay, Inc. Charles Revson Inc. Revlon Canada Inc. Art & Science, Ltd. Creative Nail Design Inc. Revlon Consumer Products Corporation Bari Cosmetics, Ltd. Cutex, Inc. Revlon Development Corp. Beautyge II, LLC. DF Enterprises, Inc. Revlon Finance LLC Beautyge Brands USA Inc. Elizabeth Arden (Financing), Inc. Revlon Governmen

Power of Attorney executed by Barry F. Schwartz.

Exhibit 24.7 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, her true and lawful attorney?in?fact and agent, with full power of substitution, for her and in her name, place and stead, in any and all capacities, in connection with the REVLON, INC. (the ?Corporation?) An

Power of Attorney executed by Cristiana

Exhibit 24.8 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, her true and lawful attorney?in?fact and agent, with full power of substitution, for her and in her name, place and stead, in any and all capacities, in connection with the REVLON, INC. (the ?Corporation?) An

Power of Attorney executed by Kristin Dolan.

Exhibit 24.4 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, her true and lawful attorney?in?fact and agent, with full power of substitution, for her and in her name, place and stead, in any and all capacities, in connection with the REVLON, INC. (the ?Corporation?) An

Power of Attorney executed by E. Scott Beattie.

Exhibit 24.2 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, his true and lawful attorney?in?fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, in connection with the REVLON, INC. (the ?Corporation?) An

Revlon, Inc Audit Committee Pre-Approval Policy

Exhibit 99.1 REVLON, INC. 2021 AUDIT COMMITTEE PRE-APPROVAL POLICY I. STATEMENT OF PRINCIPLES The Audit Committee is required to pre-approve the audit and non-audit services performed by the Company?s independent auditor, KPMG LLP (?KPMG LLP? or the ?independent auditor?), in order to assure that KPMG LLP?s provision of such services does not impair its independence. Unless a type of service to be

Power of Attorney executed by Victor Nichols.

EX-24.6 12 rev-202010xkxex246.htm EX-24.6 Exhibit 24.6 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, her true and lawful attorney‑in‑fact and agent, with full power of substitution, for her and in her name, place and stead, in any and all capacities, in connection wi

Power of Attorney executed by Alan S. Bernikow.

Exhibit 24.3 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, her true and lawful attorney?in?fact and agent, with full power of substitution, for her and in her name, place and stead, in any and all capacities, in connection with the REVLON, INC. (the ?Corporation?) An

Power of Attorney executed by Ronald O. Perelman.

EX-24.1 7 rev-202010xkxex241.htm EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Cari Robinson and Grace Fu, or any one of them, each acting alone, her true and lawful attorney‑in‑fact and agent, with full power of substitution, for her and in her name, place and stead, in any and all capacities, in connection wit

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 2021 (Date of earliest event reported: March 11, 2021) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commissi

Amendment No. 7, dated as of March 8, 2021, to the Asset-Based Revolving Credit Agreement, dated as of September 7, 2016 (as amended), by and among Products Corporation, Revlon, certain lenders party thereto and Citibank, N.A., as administrative agent and collateral agent

EX-4.61 2 rev-202010xkxex461.htm EX-4.61 Exhibit 4.61 AMENDMENT NO. 7, dated as of March 8, 2021 (this “Amendment”), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the “Borrower”), Holdings, the other Loan Parties, the Consenting Lenders (as defined below) party hereto, the SISO Term Lenders (as defined below) party hereto, each Issuing Lender and CITIBANK, N.A., as Administra

REVLON REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS Quarterly Results Reflect Sequential Improvement in Top-Line with Strong E-Commerce Channel Growth, Now Representing Approximately 20% of Net Sales Continued Cost Reductions from the Company's

Exhibit 99.1 REVLON REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS Quarterly Results Reflect Sequential Improvement in Top-Line with Strong E-Commerce Channel Growth, Now Representing Approximately 20% of Net Sales Continued Cost Reductions from the Company's Restructuring Program Drove Improved Gross Margin Performance NEW YORK-(BUSINESS WIRE)-March 11, 2021-Revlon, Inc. (NYSE: REV) (“Revlon”

Pledge Agreement, dated as of December 21, 2020, by and between RCH Holdings Five Inc. and REV Holdings LLC

EXHIBIT 22 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of December 21, 2020, between RCH Holdings Five, Inc.

Promissory Note, dated as of December 21, 2020, made by RCH Holdings Five Inc. in favor of MacAndrews & Forbes Group LLC

EXHIBIT 19 FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS DEBT INSTRUMENT BEARS ORIGINAL ISSUE DISCOUNT (“OID”).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 17)* REVLON, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 17)* REVLON, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Classes of Securities) 761525609 (CUSIP Number of Classes of Securities) FR

Joint Filing Agreement, dated as of December 23, 2020, by and among the MacAndrews & Forbes Reporting Persons

EXHIBIT 16 Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto.

Pledge Agreement, dated as of December 21, 2020, by and between RCH Holdings Five Inc. and MacAndrews & Forbes Group LLC

EXHIBIT 21 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of December 21, 2020, between RCH Holdings Five, Inc.

Stock Purchase Agreement, dated as of December 21, 2020, by and between RCH Holdings Five Inc. and REV Holdings LLC

EXHIBIT 18 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 21, 2020, by and among REV Holdings LLC, a Delaware limited liability company (the “Seller”), and RCH Holdings Five, Inc.

Stock Purchase Agreement, dated as of December 21, 2020, by and between RCH Holdings Five Inc. and MacAndrews & Forbes Group LLC

EXHIBIT 17 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of December 21, 2020, by and among MacAndrews & Forbes Group LLC, a Delaware limited liability company (the “Seller”) and RCH Holdings Five, Inc.

Promissory Note, dated as of December 21, 2020, made by RCH Holdings Five Inc. in favor of REV Holdings LLC

EXHIBIT 20 FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, THIS DEBT INSTRUMENT BEARS ORIGINAL ISSUE DISCOUNT (“OID”).

Other Events

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 (Date of earliest event reported): December 22, 2020 Registrant; State of Incorporation; Commission File Number Address; and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662955 Delaware One

REV / Revlon, Inc. / MacAndrews & Forbes Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 16)* REVLON, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Classes of Securities) 761525609 (CUSIP Number of Classes of Securities) FR

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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: November 18, 2020 (Date of earliest event reported: November 13, 2020) Registrant; State of Incorporation; Commission File Number Address; and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events - FORM 8-K

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: November 16, 2020 (Date of earliest event reported: November 13, 2020) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-36

Revlon Announces Closing of 5.75% Senior Notes Exchange Offer

Exhibit 99.1 Revlon Announces Closing of 5.75% Senior Notes Exchange Offer NEW YORK-(BUSINESS WIRE)—November 13, 2020-Revlon, Inc. (NYSE: REV) announced today the closing of its previously-announced exchange offer and consent solicitation (the “Exchange Offer and Consent Solicitation”) by Revlon Consumer Products Corporation, its direct wholly-owned operating subsidiary (the “Company”) that was ma

Seventh Supplemental Indenture to the 5.75% Senior Notes Indenture, dated as of November 13, 2020, by and among Products Corporation and various of its subsidiaries, the other Guarantors (as defined in the Indenture) and U.S. Bank National Association, as trustee under the Indenture (incorporated by reference to Exhibit 4.1 to Revlon's Current Report on Form 8-K, filed with the SEC on November 16, 2020).

Exhibit 4.1 SEVENTH SUPPLEMENTAL INDENTURE SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 13, 2020, among Revlon Consumer Products Corporation, a Delaware corporation (the “Company”), the guarantor parties set forth on Annex A (the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S

Amendment No. 1 to the BrandCo Credit Agreement, dated as of November 13, 2020, among Revlon Products Corporation, as borrower, Revlon, Inc., the subsidiary guarantors party thereto, the lenders party thereto and Jefferies Finance LLC, as administrative agent (incorporated by reference to Exhibit 4.2 to Revlon’s Current Report on Form 8-K, filed on November 16, 2020).

Exhibit 4.2 EXECUTION VERSION AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of November 13, 2020, among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the “Borrower”), Revlon, Inc. (“Holdings”), the other Loan Parties and the Lenders party hereto, and acknowledged by JEFFERIES FINANCE LLC, as Administrative Agent, is entere

Second Amended and Restated Senior Unsecured Line of Credit Agreement, dated as of September 28, 2020, between Products Corporation, as borrower, and MacAndrews & Forbes Group, LLC, as lender (incorporated by reference to Exhibit 4.1 to the Revlon Q3 2020 Form 10-Q filed with the SEC on November 13,2020).

Exhibit 4.1 EXECUTION VERSION REVLON CONSUMER PRODUCTS CORPORATION, as Borrower SECOND AMENDED AND RESTATED 2019 SENIOR UNSECURED LINE OF CREDIT AGREEMENT Dated as of September 28, 2020 MACANDREWS & FORBES GROUP, LLC, as Lender TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definition Provisions 4 SECTION 2. AMOUNT AND TERMS OF COMMITMENT 4 2.1 The Commitment 4 2.2 P

REV / Revlon, Inc. / MacAndrews & Forbes Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 15)* REVLON, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Classes of Securities) 761525609 (CUSIP Number of Classes of Securities) FR

Transaction Support Agreement, dated as of September 28, 2020, by and among Products Corporation, Revlon and certain beneficial holders, or investment advisors or managers for the account of beneficial holders, of term loans under the BrandCo Credit Agreement, dated as of May 7, 2020, by and among Products Corporation, Revlon, certain lenders party thereto and Jefferies Finance LLC, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to Revlon's Current Report on Form 10-Q filed with the SEC on November 13, 2020).

Exhibit 10.1 Execution Version TRANSACTION SUPPORT AGREEMENT This TRANSACTION SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “Agreement”) dated as of September 28, 2020, is entered into by and among: (a)Revlon Consumer Products Corporation (the “Borrower”) and REVLON, INC. (“Holdings”), each, a Delaware corporation (collectively with the Borrower’s wholl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; Stat

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: November 12, 2020 (Date of earliest event reported: November 12, 20

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: November 12, 2020 (Date of earliest event reported: November 12, 2020) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Co

Revlon Reports Third Quarter Results

Exhibit 99.1 Revlon Reports Third Quarter Results Previously-Announced Exchange Offer and Consent Solicitation Expected to Successfully Close Quarterly Results Reflect Sequential Improvement in Top-Line COVID-19 Impacts and Continued Cost Reductions from the Company's Restructuring Program NEW YORK-(BUSINESS WIRE)-November 12, 2020-Revlon, Inc. (NYSE: REV) today announced its results for the quart

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 1-11178 (Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K

Results of Operations and Financial Condition - 8-K

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: October 30, 2020 (Date of earliest event reported: October 30, 2020) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Other Events - FORM 8-K

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: October 23, 2020 (Date of earliest event reported: October 23, 2020) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662

Amendment No. 5, dated as of October 23, 2020, to the Asset-Based Revolving Credit Agreement, dated as of September 7, 2016 (as amended), by and among Products Corporation, Revlon, certain lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 4.1 to Revlon’s Current Report on Form 8-K, filed with the SEC on October 23, 2020).

Exhibit 4.1 Execution Version AMENDMENT NO. 5 , dated as of October 23, 2020 (this “Amendment”), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the “Borrower”), Holdings, the other Loan Parties, the Consenting Lenders (as defined below) party hereto, each Issuing Lender and CITIBANK, N.A., as Administrative Agent, Collateral Agent, Issuing Lender, Local Fronting Lender and Swi

Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K

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: September 30, 2020 (Date of earliest event reported: September 30, 2020) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-

EX-99.1

Exhibit 99.1

Other Events - FORM 8-K

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: September 29, 2020 (Date of earliest event reported: September 29, 2020) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 001-11178 Revlon, Inc. 1

September 15, 2020

Exhibit 15 September 15, 2020 Alan S. Bernikow, as Representative of Revlon, Inc.'s Independent Directors Revlon, Inc. One New York Plaza, 50th Floor New York, New York 10004 Re: Standstill agreement dated September 15, 2017 Dear Mr. Bernikow: On the anniversary of the above-referenced standstill agreement, and as we have discussed, MacAndrews & Forbes Incorporated (M&F) has agreed to abide by the

REV / Revlon, Inc. / MacAndrews & Forbes Inc. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 14)* REVLON, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Classes of Securities) 761525609 (CUSIP Number of Classes of Securities) FR

Regulation FD Disclosure, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

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: August 14, 2020 (Date of earliest event reported: August 12, 2020) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-366295

Revlon to Seek Dismissal of Flawed UMB Bank Litigation Claim

Exhibit 99.1 Revlon to Seek Dismissal of Flawed UMB Bank Litigation Claim Company is Focused on Continuing to Execute Successfully on its Transformation Plan NEW YORK-(BUSINESS WIRE)-August 14, 2020-Revlon, Inc. (NYSE: REV) today commented on litigation recently brought against the Company by UMB Bank NA (“UMB”): “This is a baseless lawsuit brought by UMB – who has no standing to even sue – and di

Third Lien BrandCo Stock Pledge Agreement, dated as of May 7, 2020, by and among Products Corporation, certain subsidiaries of Products Corporation party thereto from time to time, and Jefferies, as third lien collateral agent (incorporated by reference to Exhibit 4.10 of the Revlon Q2 2020 Form 10-Q).

Exhibit 4.10 Execution Version THIRD LIEN BRANDCO STOCK PLEDGE AGREEMENT made by REVLON CONSUMER PRODUCTS CORPORATION, as the Borrower, and the Subsidiary Guarantors party hereto in favor of JEFFERIES FINANCE LLC, as Third Lien Collateral Agent Dated as of May 7, 2020 Error! Unknown document property name. LEGALUSE # 148179738.4 Table of Contents Page Section 1. DEFINED TERMS 1 1.1 Definitions 1 1

BrandCo Third Lien Guarantee and Security Agreement, dated as of May 7, 2020, made by each of the signatories thereto in favor of Jefferies, as administrative agent and collateral agent (incorporated by reference to Exhibit 4.12 of the Revlon Q2 2020 Form 10-Q).

Exhibit 4.12 Execution Version THIRD LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENT THIRD LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENT dated as of May 7, 2020, between each of the subsidiaries of Revlon Consumer Products Corporation (the “Borrower”) identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Sub

BrandCo Second Lien Guarantee and Security Agreement, dated as of May 7, 2020, made by each of the signatories thereto in favor of Jefferies, as administrative agent and second lien collateral agent (incorporated by reference to Exhibit 4.11 of the Revlon Q2 2020 Form 10-Q).

EX-4.11 12 rev-2020q210xqxex411.htm EX-4.11 Exhibit 4.11 Execution Version SECOND LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENT SECOND LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENT dated as of May 7, 2020, between each of the subsidiaries of Revlon Consumer Products Corporation (the “Borrower”) identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Sub

Intellectual Property License Agreement, dated as of May 7, 2020, by and between BrandCo Elizabeth Arden 2020 LLC and Products Corporation (incorporated by reference to Exhibit 4.15 of the Revlon Q2 2020 Form 10-Q).

EX-4.15 16 rev-2020q210xqxex415.htm EX-4.15 Exhibit 4.15 EXECUTION VERSION INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (this “Agreement”) is entered into as of May 7, 2020 (the “Effective Date”) by and between BrandCo Elizabeth Arden 2020 LLC, a Delaware limited liability company (“BrandCo”), on the one hand, and Revlon Consumer Products Corporation (“Revlo

Revlon Reports Second Quarter Results

Exhibit 99.1 Revlon Reports Second Quarter Results Company Remains On-Track with Transformative Revlon 2020 Restructuring Program and Continues to Realize Significant Cost Reductions Quarterly Results Reflect Strong Cost Containment Measures to Offset Top-Line COVID-19 Impacts NEW YORK-(BUSINESS WIRE)-August 6, 2020-Revlon, Inc. (NYSE: REV) today announced its results for the quarter ended June 30

First Lien/Second Lien/Third Lien Intercreditor Agreement, dated as of May 7, 2020, by and among Revlon, Products Corporation, certain subsidiaries of Products Corporation party thereto from time to time, and Jefferies, as administrative agent and each collateral agent (incorporated by reference to Exhibit 4.13 of the Revlon Q2 2020 Form 10-Q).

EX-4.13 14 rev-2020q210xqxex413.htm EX-4.13 Exhibit 4.13 Execution Version INTERCREDITOR AGREEMENT dated as of May 7, 2020, between JEFFERIES FINANCE LLC, as First Lien Collateral Agent, JEFFERIES FINANCE LLC, as Second Lien Collateral Agent, JEFFERIES FINANCE LLC, as Third Lien Collateral Agent, and acknowledged by: REVLON CONSUMER PRODUCTS CORPORATION, as the Borrower, REVLON, INC., as Holdings,

First Lien BrandCo Stock Pledge Agreement, dated as of May 7, 2020, by and among Products Corporation, certain subsidiaries of Products Corporation party thereto from time to time, and Jefferies, as first lien collateral agent (incorporated by reference to Exhibit 4.6 of the Revlon Q2 2020 Form 10-Q).

EX-4.6 7 rev-2020q210xqxex46.htm EX-4.6 Exhibit 4.6 Execution Version FIRST LIEN BRANDCO STOCK PLEDGE AGREEMENT made by REVLON CONSUMER PRODUCTS CORPORATION, as the Borrower, and the Subsidiary Guarantors party hereto in favor of JEFFERIES FINANCE LLC, as First Lien Collateral Agent Dated as of May 7, 2020 LEGALUSE # 147974466.5 Table of Contents Page Section 1. DEFINED TERMS 1 1.1 Definitions 1 1

BrandCo Credit Agreement, dated as of May 7, 2020, by and among Products Corporation, Revlon (solely for the purposes set forth therein), certain lenders party thereto and Jefferies Finance LLC ("Jefferies"), as administrative agent and each collateral agent (incorporated by reference to Exhibit 4.3 of the Revlon Q2 2020 Form 10-Q).

Exhibit 4.3 Execution Version BRANDCO CREDIT AGREEMENT among REVLON CONSUMER PRODUCTS CORPORATION, as the Borrower, REVLON, INC., as Holdings, THE LENDERS PARTY HERETO and Jefferies Finance LLC, as Administrative Agent and each Collateral Agent Dated as of May 7, 2020 JEFFERIES LLC, as Lead Arranger and Bookrunner LEGALUSE # 147593786.29 TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 Defined

Second Lien BrandCo Stock Pledge Agreement, dated as of May 7, 2020, by and among Products Corporation, certain subsidiaries of Products Corporation party thereto from time to time, and Jefferies, as second lien collateral agent (incorporated by reference to Exhibit 4.8 of the Revlon Q2 2020 Form 10-Q).

Exhibit 4.8 Execution Version SECOND LIEN BRANDCO STOCK PLEDGE AGREEMENT made by REVLON CONSUMER PRODUCTS CORPORATION, as the Borrower, and the Subsidiary Guarantors party hereto in favor of JEFFERIES FINANCE LLC, as Second Lien Collateral Agent Dated as of May 7, 2020 LEGALUSE # 148177266.4 Table of Contents Page Section 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 5 Sec

Amendment No. 4, dated as of May 7, 2020, to the Asset-Based Revolving Credit Agreement, dated as of September 7, 2016 (as amended), by and among Products Corporation, Revlon, certain lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 4.2 of the Revlon Q2 2020 Form 10-Q).

Exhibit 4.2 Execution Version AMENDMENT NO. 4, dated as of May 7, 2020 (this “Amendment”), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the “Borrower”), Holdings, the other Loan Parties, the Consenting Lenders (as defined below) party hereto, each Issuing Lender and CITIBANK, N.A., as Administrative Agent, Collateral Agent, Issuing Lender, Local Fronting Lender and Swingline

Intellectual Property License Agreement, dated as of May 7, 2020, by and between BrandCo Multicultural Group 2020 LLC and Products Corporation (incorporated by reference to Exhibit 4.17 of the Revlon Q2 2020 Form 10-Q).

EX-4.17 18 rev-2020q210xqxex417.htm EX-4.17 Exhibit 4.17 EXECUTION VERSION INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (this “Agreement”) is entered into as of May 7, 2020 (the “Effective Date”) by and between BrandCo Multicultural Group 2020 LLC, a Delaware limited liability company (“BrandCo”), on the one hand, and Revlon Consumer Products Corporation (“R

Amendment No. 1, dated as of May 7, 2020, to the Term Credit Agreement, dated as of September 7, 2016 by and among Products Corporation, Revlon, certain lenders party thereto and Citibank, N.A., as administrative agent and collateral agent (incorporated by reference to Exhibit 4.1 to Revlon's Form 10-Q filed with the SEC on August 6, 2020 (the "Revlon Q2 2020 Form 10-Q")).

Exhibit 4.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT a.This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 7, 2020, among REVLON, INC., a Delaware corporation (“Holdings”), REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the “Borrower”), the other Loan Parties and the Lenders party hereto, and acknowledged by CITIBANK, N.A., as Administrative Age

Amended and Restated Intellectual Property License Agreement, dated as of May 7, 2020, by and between Beautyge II, LLC and Products Corporation (incorporated by reference to Exhibit 4.14 of the Revlon Q2 2020 Form 10-Q).

Exhibit 4.14 EXECUTION VERSION AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AGREEMENT This Amended and Restated Intellectual Property License Agreement (this “Agreement”) is entered into as of May 7, 2020 (the “Effective Date”) by and between Beautyge II, LLC, a Delaware limited liability company, as licensor (“BrandCo”), on the one hand, and Revlon Consumer Products Corporation, as licensee

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: August 6, 2020 (Date of earliest event reported: August 6, 2020) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commissi

BrandCo First Lien Guarantee and Security Agreement, dated as of May 7, 2020, made by each of the signatories thereto in favor of Jefferies, as administrative agent and first lien collateral agent (incorporated by reference to Exhibit 4.9 of the Revlon Q2 2020 Form 10-Q).

Exhibit 4.9 Execution Version FIRST LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENT FIRST LIEN BRANDCO GUARANTEE AND SECURITY AGREEMENT dated as of May 7, 2020, between each of the subsidiaries of Revlon Consumer Products Corporation (the “Borrower”) identified under the caption “SUBSIDIARY GUARANTORS” on the signature pages hereto (individually, a “Subsidiary Guarantor” and, collectively, the “Subs

First Lien Pari Passu Intercreditor Agreement, dated as of May 7, 2020, by and among Revlon, Products Corporation, certain subsidiaries of Products Corporation party thereto from time to time, Jefferies, as administrative agent and collateral agent, and Citibank, N.A (incorporated by reference to Exhibit 4.7 of the Revlon Q2 2020 Form 10-Q).

EX-4.7 8 rev-2020q210xqxex47.htm EX-4.7 Exhibit 4.7 Execution Version FIRST LIEN PARI PASSU INTERCREDITOR AGREEMENT dated as of May 7, 2020 among CITIBANK, N.A., as Initial Credit Agreement Representative and Initial Credit Agreement Collateral Agent, JEFFERIES FINANCE LLC, as Initial Other First Lien Representative and as Initial Other First Lien Collateral Agent, and each additional Representati

Term Loan Guarantee and Collateral Agreement, dated as of May 7, 2020, made by each of the signatories thereto in favor of Jefferies, as pari passu collateral agent (incorporated by reference to Exhibit 4.4 of the Revlon Q2 2020 Form 10-Q).

EX-4.4 5 rev-2020q210xqxex44.htm EX-4.4 Exhibit 4.4 Execution Version TERM LOAN GUARANTEE AND COLLATERAL AGREEMENT made by REVLON CONSUMER PRODUCTS CORPORATION, as the Borrower, and the Subsidiary Guarantors party hereto in favor of JEFFERIES FINANCE LLC, as Pari Passu Collateral Agent Dated as of May 7, 2020 LEGALUSE # 147951469.7 Table of Contents Page Section 1. DEFINED TERMS 1 1.1 Definitions

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of

Holdings Term Loan Guarantee and Pledge Agreement, dated as of May 7, 2020, made by Revlon in favor of Jefferies, as pari passu collateral agent (incorporated by reference to Exhibit 4.5 of the Revlon Q2 2020 Form 10-Q).

Exhibit 4.5 Execution Version HOLDINGS TERM LOAN GUARANTEE AND PLEDGE AGREEMENT made by REVLON, INC., as the Grantor, in favor of JEFFERIES FINANCE LLC, as Pari Passu Collateral Agent Dated as of May 7, 2020 LEGALUSE # 147952510.6 Table of Contents Page Section 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 3 Section 2. GUARANTEE 3 2.1 Guarantee 3 2.2 [Reserved] 4 2.3 No Su

Intellectual Property License Agreement, dated as of May 7, 2020, by and between BrandCo Mitchum 2020 LLC and Products Corporation (incorporated by reference to Exhibit 4.16 of the Revlon Q2 2020 Form 10-Q).

Exhibit 4.16 EXECUTION VERSION INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (this “Agreement”) is entered into as of May 7, 2020 (the “Effective Date”) by and between BrandCo Mitchum 2020 LLC, a Delaware limited liability company (“BrandCo”), on the one hand, and Revlon Consumer Products Corporation (“Revlon”), on the other hand. BrandCo and Revlon shall ind

Results of Operations and Financial Condition

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: July 27, 2020 (Date of earliest event reported: July 27, 2020) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662955 De

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement

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: July 16, 2020 (Date of earliest event reported: July 14, 2020) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662955 De

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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: June 26, 2020 (Date of earliest event reported: June 23, 2020) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission

- 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-11178 Full title of the plan and th

Submission of Matters to a Vote of Security Holders

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: June 10, 2020 (Date of earliest event reported: June 4, 2020) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

REV / Revlon, Inc. / MITTLEMAN BROTHERS, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Revlon, Inc. (Name of Issuer) Class A Common Stock, par value $0.01 (the “Class A Common Shares”) (Title of Class of Securities) 761525609 (CUSIP Number) May 12, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

Revlon Reports First Quarter 2020 Results

Exhibit 99.1 Revlon Reports First Quarter 2020 Results Company Executed Aggressive Actions to Reduce Costs amid COVID-19, in Addition to Continuing to Generate Cost Reductions from Revlon 2020 Restructuring Program New Financing Positions the Company to Emerge Stronger as Markets Reopen NEW YORK-(BUSINESS WIRE)-May 11, 2020-Revlon, Inc. (NYSE: REV) today announced its results for the quarter ended

Amendment, dated as of March 30, 2020, to the Consulting Agreement, dated as of November 7, 2019, between Products Corporation and Mitra Hormozi (incorporated by reference to Exhibit 10.8 to the Revlon Q1 2020 Form 10-Q).

EXECUTION COPY Exhibit 10.8 Via E-Mail: [email protected] Mitra Hormozi, Esq. 205 West 57th Street Apt. 6C New York, NY 10019 Dear Mitra: This letter agreement confirms our mutual understanding that you will cease providing Legal Advisory Services under the Consulting Agreement, by and among you, Revlon, Inc. and Revlon Consumer Products Corporation, dated as of November 7, 2019 (the “Consult

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: May 11, 2020 (Date of earliest event reported: May 11, 2020) Revlon, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 1-11178 13-3662955 (State or Other Jurisdiction of Incorporation) (Commission F

Amendment, dated as of March 31, 2020, to the Employment Agreement, dated as of March 12, 2018, by and among Revlon, Products Corporation and Victoria Dolan (incorporated by reference to Exhibit 10.3 to the Revlon Q1 2020 Form 10-Q).

EXECUTION COPY Exhibit 10.3 [email protected] Victoria Dolan Revlon, Inc. One New York Plaza, 50th Floor New York, NY 10004 Dear Victoria: This letter agreement amends the Employment Agreement, by and among you, Revlon, Inc. and Revlon Consumer Products Corporation, dated as of March 12, 2018 (the “Employment Agreement”), as follows: Effective as soon as practicable (to allow time for appl

Amendment, dated as of March 31, 2020 to the Employment Agreement, dated as of January 2, 2020, by and among Revlon, Products Corporation and Sergio Pedreiro (incorporated by reference to Exhibit 10.5 to the Revlon Q1 2020 Form 10-Q).

EXECUTION COPY Exhibit 10.5 Via E-Mail: [email protected] Sergio Pedreiro Revlon, Inc. One New York Plaza, 50th Floor New York, NY 10004 Dear Sergio: This letter agreement amends the Employment Agreement, by and among you, Revlon, Inc. and Revlon Consumer Products Corporation, dated as of January 2, 2020 (the “Employment Agreement”), as follows: Effective as soon as practicable (to allow

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number Registrant; State of

Revlon Executive Severance Pay Plan (Restated, Effective March 30, 2020) (incorporated by reference to Exhibit 10.1 to Revlon, Inc.'s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2020 (the "Revlon Q1 2020 Form 10-Q")).

Exhibit 10.1 REVLON EXECUTIVE SEVERANCE PAY PLAN (Restated, Effective March 30, 2020) PURPOSE It is the intent of the Revlon Executive Severance Pay Plan (the “Plan”) to provide non-binding guidelines for the granting of separation pay and other benefits to certain employees of Revlon, Inc. and its subsidiaries who have been terminated for reasons unrelated to performance or conduct. This Plan is

Amendment, dated as of April 10, 2020, to the Amended and Restated Employment Agreement, dated as of November 16, 2018, by and among Revlon, Products Corporation and Debra Perelman (incorporated by reference to Exhibit 10.2 to the Revlon Q1 2020 Form 10-Q).

EXECUTION COPY Exhibit 10.2 Via E-Mail: [email protected] Debra Perelman Revlon, Inc. One New York Plaza, 50th Floor New York, NY 10004 This letter agreement amends the Amended and Restated Employment Agreement, by and among you, Revlon, Inc., and Revlon Consumer Products Corporation, dated as of November 16, 2018 (the “Employment Agreement”), as follows: Effective as soon as practicable

Amendment, dated as of March 30, 2020, to the Amended and Restated Consulting Agreement, dated as of March 11, 2020, between Products Corporation and E. Scott Beattie (incorporated by reference to Exhibit 10.7 to the Revlon Q1 2020 Form 10-Q).

EXECUTION COPY Exhibit 10.7 Via E-Mail: [email protected] E. Scott Beattie 230 East Rivo Alto Drive Miami Beach, Florida 33139 Dear Scott: This letter agreement confirms our mutual understanding that you will cease providing Advisory Services under the Amended and Restated Consulting Agreement, by and among you, Revlon, Inc. and Revlon Consumer Products Corporation, dated as of March 11, 20

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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: May 1, 2020 (Date of earliest event reported: April 27, 2020) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662955 Del

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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: April 23, 2020 (Date of earliest event reported: April 17, 2020) Commission File Number Registrant; State of Incorporation; Address and Telephone Number IRS Employer Identification No. 1-11178 Revlon, Inc. 13-3662955

Amendment No. 3 to the 2016 Revolving Credit Facility Agreement, dated as of April 17, 2020, among Products Corporation, Revlon, the other loan parties and lenders party thereto, and Citibank, N.A. (incorporated by reference to Exhibit 4.1 to Revlon’s Current Report on Form 8-K, filed with the SEC on April 23, 2020).

EXHIBIT 4.1 Execution Version AMENDMENT NO. 3, dated as of April 17, 2020 (this “Amendment”), among REVLON CONSUMER PRODUCTS CORPORATION, a Delaware corporation (the “Borrower”), Holdings, the other Loan Parties, the Consenting Lenders (as defined below) party hereto, the Extending Lenders (as defined below) party hereto, each Issuing Lender and CITIBANK, N.A., as Administrative Agent, Collateral

REV / Revlon, Inc. DEF 14A - - DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

REV / Revlon, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi