Item 1.01. Entry Into a Material Definitive Agreement.
Incremental Revolving Credit Facility Under Term Credit Agreement
On April 30, 2020 (the “Effective Date”), Revlon Consumer Products Corporation (“Products Corporation”), the direct wholly-owned operating subsidiary of Revlon, Inc. (“Revlon” and together with Products Corporation, the “Company”) entered into a Joinder Agreement (the “Joinder Agreement”), with Revlon, certain of their subsidiaries and certain existing lenders (the “Incremental Lenders”) under Products Corporation’s Term Credit Agreement dated as of September 7, 2016 (the “Credit Agreement”) among Products Corporation, as borrower, Revlon, the lenders from time to time party thereto and Citibank, N.A., as administrative agent and collateral agent (the “Agent”). The Joinder Agreement establishes a $65 million incremental revolving credit facility (the “Incremental Facility”) under the Credit Agreement. Products Corporation will use the net proceeds of borrowings under the Incremental Facility for working capital purposes.
Pursuant to the Joinder Agreement, the Incremental Lenders made $65 million of revolving commitments available to Products Corporation on the Effective Date. On such date, Products Corporation borrowed $63.5 million of revolving loans under the Incremental Facility. The commitments in respect of the Incremental Facility terminate on September 7, 2021, subject to a springing maturity 91 days prior to the maturity date of Products Corporations 5.75% Senior Notes due 2021 (the “5.75% Senior Notes”) if, on such date, any of the 5.75% Senior Notes remain outstanding and certain liquidity requirements are not satisfied.
Outstanding amounts under the Incremental Facility will bear interest at a rate of (x) LIBOR plus 16% or (y) an Alternate Base Rate plus 15%, at Products Corporation’s option.
Products Corporation will pay customary fees to the Incremental Lenders in connection with the Incremental Facility, including upfront fees and commitment fees.
The effectiveness of the Incremental Facility was subject to customary conditions precedent, including customary certificates, legal opinions, representations and warranties and absence of an Event of Default under the Credit Agreement.
Except as to pricing, maturity and differences due to its revolving nature, the terms of the Incremental Facility are otherwise substantially consistent with the existing term loans under the Credit Agreement.
Amendment and Restatement of Committed Debt Financing
On April 27, 2020, Products Corporation entered into an amendment and restatement to the binding commitment letter (the “Original Commitment Letter” and, as amended and restated, the “Amended Commitment Letter”), dated as of April 14, 2020, with certain financial institutions (the “Commitment Parties”) that are lenders under the Credit Agreement. Pursuant to the Original Commitment Letter and subject to the terms and conditions set forth therein, the Commitment Parties committed to provide, among other things, new senior secured term loan facilities in an aggregate principal amount of up to $850 million. Pursuant to the Amended Commitment Letter and subject to the terms and conditions set forth therein, the Commitment Parties have committed to increase such senior secured term loan facilities by $30 million to a total of $880 million (the “Facilities”), consisting of $815 million that will be available on the closing date for the facilities (the “Closing Date”) and $65 million that will not be funded on the Closing Date, but will instead be available to be borrowed, at the Company’s sole option, as a single delayed drawing on or after 10 days after the Closing Date until the date that is 15 business days after the Closing Date, the proceeds of which shall be used to repay loans outstanding under the Incremental Facility.
The funding of the Facilities is contingent on the satisfaction of a limited number of customary conditions and the Original Commitment Letter is otherwise unchanged.
Item 2.03. Creation of a Direct Financing Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Please see the discussion set forth under Item 1.01, “Entry into a Material Definitive Agreement,” of this Form 8-K, which discussion is incorporated herein by reference in its entirety.
