Revlon Announces Extension of Early Tender Deadline in RCPC’s Exchange Offer and Consent Solicitation - Seite 2

Note holders who tender their Notes after the New Early Tender Deadline will not be eligible to receive the $50 Early Tender/Consent Fee. Eligible Holders electing to receive Mixed Consideration will be required to become lenders under the credit agreements governing the ABL FILO Term Loans and the New BrandCo Second-Lien Term Loans and must complete the joinders, questionnaires, tax documentation and other requirements of the respective agents thereunder (including “know your customer” and other similar documentation), as described in the Offering Memorandum for the Exchange Offer. Failure to do so will render invalid a tender of Notes by the electing Eligible Holder.

As of 5:00 p.m., New York City time, on October 22, 2020, approximately $46,626,000 aggregate principal amount of the Notes (or approximately 13.6% of the aggregate outstanding principal amount of the Notes) had been validly tendered into the Exchange Offer and not withdrawn.

The ABL FILO Term Loans will be “Tranche B” term loans, ranking junior in right of payment to the “Tranche A” revolving loans, under the Asset-Based Revolving Credit Agreement, dated as of September 7, 2016 (as thereafter amended from time to time), by and among the Company, Revlon, Inc., certain local borrowing subsidiaries from time to time party thereto, certain lenders and issuing lenders party thereto and Citibank, N.A., as administrative agent, collateral agent, issuing lender and swingline lender (such agreement, the “2016 U.S. ABL Facility” and such Tranche B term loans, the “ABL FILO Term Loans”).

The New BrandCo Second-Lien Term Loans will be “Term B-2 Loans” (ranking junior to the Term B-1 Loans and senior to the Term B-3 Loans with respect to liens on certain specified collateral) under the BrandCo Credit Agreement, dated as of May 7, 2020 (as thereafter amended from time to time), among the Company, Revlon, Inc., the lenders from time to time party thereto and Jefferies Finance LLC, as administrative agent and as collateral agent (such agreement, the “2020 BrandCo Term Loan Facility” and such Term B-2 Loans, the “New BrandCo Second-Lien Term Loans” and, together with the ABL FILO Term Loans, the “New Loans”).