Item 8.01. Other Events.
On August 12, 2020, the Company received correspondence (the “UMB Letter”) from UMB Bank, National Association (“UMB”) with respect to the Term Credit Agreement, dated as of September 7, 2016
(as amended May 7, 2020 and as otherwise amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Products
Corporation, as borrower, Revlon, Inc., the lenders from time to time parties thereto and Citibank, N.A. (“Citibank”), as administrative agent and
collateral agent (the “Agent”).
Notwithstanding the fact that (i) Citibank continues to be the Agent and will remain as such until a successor agent is appointed
in accordance with the provisions of the Credit Agreement, and (ii) UMB does not currently satisfy the requirements to serve as the successor agent under the applicable provisions of the Credit Agreement, in the UMB Letter, UMB wrongfully
claimed that it had been duly appointed as the successor agent pursuant to the applicable provisions of the Credit Agreement and that certain unspecified events of default had occurred and are continuing under the Credit Agreement, including as
a result of unspecified breaches of the negative covenants thereunder. UMB further inappropriately asserted that the UMB Letter constituted a notice of acceleration under the Credit Agreement and declared all loans, accrued interest and other
amounts owing under the Credit Agreement to be immediately due and payable.
Citibank continues to be the Agent under the Credit
Agreement, and UMB is not a party to the Credit Agreement in any capacity, so UMB lacks contractual privity with the Company. As a result, the UMB Letter is not a valid or legitimate notice of any kind under the Credit Agreement.
Furthermore, there is no event of default existing or continuing under the Credit Agreement, so even if UMB were entitled to give a notice under the Credit Agreement (which it is not), the UMB Letter would not constitute a triggering event
under Item 2.04 of Form 8-K. Consequently, the UMB Letter does not give rise to a default or an event of default under the Credit Agreement or under any of the Company’s and its subsidiaries’ other material indebtedness, namely its 5.75%
Senior Notes due 2021, the 6.25% Senior Notes due 2024, the BrandCo Credit Agreement dated as of May 7, 2020, the Asset-Based Revolving Credit Agreement dated as of September 7, 2016, as amended, the Asset-Based Term Credit Agreement dated as
of July 9, 2018, as amended, and the 2019 Senior Unsecured Line of Credit Agreement dated as of June 27, 2019, as amended.
On August 12, 2020, UMB, wrongfully acting purportedly in its capacity as successor agent under the Credit Agreement, filed a
lawsuit, titled UMB Bank, National Association v. Revlon, Inc. et al., against Revlon, Inc., Products Corporation, several of Products
Corporation’s subsidiaries, and several of Products Corporation’s contractual counterparties, including Citibank, Jefferies Finance LLC, Jefferies LLC, and Ares Corporate Opportunities Fund V, in the U.S. District Court for the Southern
District of New York (the “UMB Complaint”). The UMB Complaint alleges various spurious causes of action, stemming from various alleged breaches of the
provisions of the Credit Agreement, including claims for breach of contract, declaratory judgment and fraudulent transfer. The UMB Complaint seeks various forms of relief, including damages, specific performance, rescission of certain existing
agreements and declaratory relief. The Company believes that the lawsuit is without merit and intends to vigorously contest its claims.
To the extent UMB persists in its interference with the contractual relations of the Company and the other parties to the Credit
Agreement and does not withdraw the UMB Letter and the UMB Complaint, the Company will take any and all actions it deems appropriate to protect its rights, including bringing all applicable claims against UMB and those parties who purported to
instruct it.
As of August 12, 2020, the outstanding principal amount under the Credit Agreement was $888.6 million.