Exhibit 99.2

In re:		Chapter 11
REVLON, INC., et al.,1		Case No. 22-10760 (DSJ)
Debtors.		(Jointly Administered)

	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
Date: February 21, 2023	Counsel to the Debtors and Debtors in Possession

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RECOMMENDATION BY THE BOARD AND KEY CREDITOR SUPPORT The board of directors of Revlon, Inc. (the “Board”), and the board of directors, managers, or members, as applicable, of each of its Debtor affiliates, have approved the transactions contemplated by the Plan and recommend that all creditors whose votes are being solicited submit ballots (the “Ballot(s)”) to accept the Plan.

RECOMMENDATION BY THE CREDITORS’ COMMITTEE The Official Committee of Unsecured Creditors appointed in these Chapter 11 Cases (the “Creditors’ Committee”) recommends that all holders of General Unsecured Claims and Unsecured Notes Claims (each as defined below) vote to accept the Plan and grant the releases contained in the Plan. Included in the Solicitation Materials (as defined below) is a letter from the Creditors’ Committee in support of the Plan.

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any future effects as a result of the pendency of the Chapter 11 Cases;

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the Debtors’ liquidity and financial outlook;

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the effects of and changes in economic conditions (such as volatility in the financial markets, whether attributable to COVID-19 or otherwise, inflation, increasing interest rates, monetary conditions and foreign currency fluctuations, tariffs, foreign currency controls, and/or government-mandated pricing controls, as well as in trade, monetary, fiscal, and tax policies in international markets), political conditions (such as military actions and terrorist activities), and natural disasters;

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disruptions to the supply chain;

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the ability to execute the Debtors’ business plan (the “Business Plan”) or to achieve the upside opportunities contained therein;

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reductions in the Debtors’ revenue from market pressures, increased competition, or otherwise;

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the Debtors’ ability to attract, motivate, and/or retain employees necessary to operate competitively in the Debtors’ industry;

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the Debtors’ ability to maintain successful relationships with key customers;

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unexpected significant impacts on the Company (as defined below) from changes in interest rates or foreign exchange rates;

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difficulties, delays, or the inability of the Company to efficiently manage its cash and working capital;

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the Debtors’ ability to effectively manage costs;

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the Debtors’ ability to drive and manage growth;

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changing consumer tastes;

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industry conditions, including existing competition and future competition;

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the impact of general economic and political conditions in the United States or in specific markets in which the Debtors currently do business;

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the Debtors’ ability to generate revenues from new sources;

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the impact of regulatory rules or proceedings that may affect the Debtors’ businesses from time to time;

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disruptions or security breaches of the Debtors’ information technology infrastructure;

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unanticipated adverse effects on the Company’s business, prospects, results of operations, financial condition, and/or cash flows as a result of unexpected developments with respect to the Company’s legal proceedings, including alleged litigation claims that might not be discharged by the Plan;

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the Debtors’ ability to generate sufficient cash flows to service or refinance debt and other obligations post-emergence;

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the implementation of the Restructuring Transactions; and

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the Company’s success at managing the foregoing risks.

				Page
I.	INTRODUCTION			1
	A.	Overview		1
	B.	Who Is Entitled to Vote		2
	C.	Estimated Recoveries under the Plan		3
II.	OVERVIEW OF THE COMPANY’S OPERATIONS			8
	A.	Overview		8
	B.	The Company’s History		8
	C.	Revlon’s Operations		9
		1.	Revlon	9
		2.	Elizabeth Arden	10
		3.	Portfolio	10
		4.	Fragrances	10
		5.	Customer Contracts	11
	D.	Corporate Structure		11
		1.	The Debtors’ Corporate Structure	11
		2.	Non-Debtor Affiliates, Joint Ventures, and Partnerships	11
	E.	Board, Directors, and Officers		12
		1.	Board and Committees	12
		2.	Executive Officers	12
		3.	BrandCo Restructuring Officer – Steven Panagos	13
III.	PREPETITION CAPITAL STRUCTURE			13
	A.	ABL Facility		13
	B.	2016 Term Loan Facility		14
	C.	BrandCo Facilities		15
	D.	Foreign Asset-Based Term Loan		16
	E.	Unsecured Notes		16
	F.	Equity Interests		17
IV.	KEY EVENTS LEADING TO COMMENCEMENT OF CHAPTER 11 CASES			17
	A.	Elizabeth Arden Acquisition		17
	B.	Impact of the COVID-19 Pandemic		18
	C.	Citibank Wire Transfer Litigation		18

	D.	Prepetition Financing Efforts		20
		1.	2019 Ares Financing	20
		2.	2020 Refinancing Efforts	20
		3.	Helen of Troy License Agreement	23
		4.	March 2021 Refinancing Efforts	23
		5.	Further Amendment of ABL Facility	24
		6.	Increase of Borrowing Base under the ABL Facility and Foreign ABTL Facility	24
		7.	At the Market Public Equity Offering	24
	E.	Cost-Cutting Measures		24
	F.	Market Conditions and Industry Headwinds		25
	G.	Preparation for Commencement of Chapter 11 Proceedings		27
V.	EVENTS DURING CHAPTER 11 CASES			28
	A.	Commencement of the Chapter 11 Cases		28
	B.	First and Second Day Operational Pleadings		28
		1.	DIP Financing	28
		2.	Cash Management	29
		3.	Vendors	29
		4.	Customer Programs	29
		5.	Wages	30
		6.	Taxes	30
		7.	Insurance	30
		8.	Surety Bonds	30
		9.	Utilities	31
		10.	NOL Motion	31
		11.	Foreign Representative Motion	31
	C.	Canadian Recognition Proceeding		31
	D.	Milestones for Chapter 11 Cases		32
	E.	Procedural and Administrative Motions		33
		1.	Ordinary Course Professionals	34
		2.	Retention Applications	34
		3.	Interim Compensation Procedures Order	35
		4.	De Minimis Procedures Order	35
		5.	Bar Date Motion	36
		6.	Removal of Action Deadline Extension Motion	36

		7.	Exclusivity Extension Motion	36
		8.	Lease Rejection Deadline Extension Motion	37
		9.	Omnibus Claims Objection Procedures Motion	37
	F.	Other Motions		37
		1.	Key Employee Retention Plan Motion.	37
		2.	Key Employee Incentive Plan Motion.	37
		3.	First, Second, and Third Rejection Motions.	37
		4.	Minority Equity Committee Motion.	37
	G.	PBGC Claims		38
	H.	Section 341 Meeting		38
	I.	Appointment of Committee		38
	J.	NYSE Delisting Decision		39
	K.	Schedules and Statements		40
	L.	Stakeholder Engagement		40
	M.	Certain Postpetition Efforts to Stabilize and Improve Operations		41
	N.	Independent Investigation		42
		1.	Creation and Purpose of the Investigation Committee	42
		2.	Investigation Committee’s Scope of Work	42
		3.	Recommendation	43
O.	Significant Litigation Related to the 2016 Term Loan Facility and BrandCo Facilities			43
		1.	The Citibank Second Circuit Decision	43
		2.	The Citibank Subrogation Adversary Proceeding	44
		3.	Challenges to the BrandCo Transaction and 2016 Lenders’ Adversary Proceeding	44
	P.	Debtors’ Sale Efforts		46
	Q.	Development of the Debtors’ Business Plan		46
	R.	Tort Claims		47
VI.	RESTRUCTURING SUPPORT AGREEMENT			48
	A.	Development of the Restructuring Support Agreement		49
	B.	Certain Key Terms of the Restructuring Support Agreement and Restructuring Transactions		49
		1.	Debtors’ Fiduciary Out Provision	49
		2.	Creditors’ Committee’s Fiduciary Out	51

		3.	Backstop Commitment Agreement, Equity Rights Offering, and Alternative Financing Commitments	51
		4.	1111(b) Election	53
		5.	Consenting 2016 Lenders’ Support for Dismissal of Adversary Proceeding	53
		6.	Additional Consenting 2016 Lender Obligations	54
		7.	Obligations to Support Findings of Fact and Conclusions of Law in Confirmation Order	54
VII.	PLAN SETTLEMENT			54
	A.	Creditors’ Committee Investigation and Settlement		55
		1.	Plan Distributions	56
		2.	Claims Administration, GUC Trust, and PI Settlement Fund	59
		3.	Consenting BrandCo Lenders’ Continuing Support	59
		4.	Creditors’ Committee Member Fees and Expenses	60
		5.	Releases and Insurance Availability	60
	B.	2016 Settlement		60
	C.	Evaluation of the Plan Settlement under Section 1123 and Rule 9019		62
VIII.	SUMMARY OF CHAPTER 11 PLAN			64
	A.	Administrative Claims, Priority Claims, and Statutory Fees		65
		1.	Administrative Claims	65
		2.	Professional Compensation Claims	66
		3.	Priority Tax Claims	67
		4.	ABL DIP Facility Claims	68
		5.	Term DIP Facility Claims	68
		6.	Intercompany DIP Facility Claims	69
		7.	Statutory Fees	69
	B.	Classification and Treatment of Claims and Interests		69
		1.	Summary of Classification	70
		2.	Treatment of Claims and Interests	71
		3.	Voting of Claims	79
		4.	No Substantive Consolidation	79
		5.	Acceptance by Impaired Classes	79
		6.	Special Provision Governing Unimpaired Claims	80

		7.	Elimination of Vacant Classes	80
		8.	Consensual Confirmation	80
		9.	Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code	80
		10.	Controversy Concerning Impairment or Classification	81
		11.	Subordinated Claims	81
		12.	2016 Term Loan Claims	81
		13.	Intercompany Interests	81
	C.	Means for Implementation of the Plan		81
		1.	Sources of Consideration for Plan Distributions	81
		2.	Restructuring Transactions	86
		3.	Corporate Existence	87
		4.	Vesting of Assets in the Reorganized Debtors	88
		5.	Cancellation of Existing Indebtedness and Securities	88
		6.	Corporate Action	89
		7.	New Organizational Documents	90
		8.	Directors and Officers of the Reorganized Debtors	90
		9.	Employment Obligations	91
		10.	Qualified Pension Plans	92
		11.	Retiree Benefits	92
		12.	Key Employee Incentive/Retention Plans	92
		13.	Effectuating Documents; Further Transactions	92
		14.	Management Incentive Plan	93
		15.	Exemption from Certain Taxes and Fees	93
		16.	Indemnification Provisions	94
		17.	Preservation of Causes of Action	94
		18.	GUC Trust and PI Settlement Fund	95
		19.	Restructuring Expenses	96
	D.	The GUC Trust		97
		1.	Establishment of the GUC Trust	97
		2.	The GUC Administrator	97
		3.	Certain Tax Matters	98
	E.	PI Settlement Fund		98
		1.	Establishment of the PI Settlement Fund	98
		2.	The PI Claims Administrator	99

		3.	Certain Tax Matters		99
	F.	Treatment of Executory Contracts and Unexpired Leases			99
		1.	Assumption and Rejection of Executory Contracts and Unexpired Leases		99
		2.	Claims Based on Rejection of Executory Contracts or Unexpired Leases		100
		3.	Cure of Defaults for Assumed Executory Contracts and Unexpired Leases		101
		4.	Pre-existing Obligations to the Debtors under Executory Contracts and Unexpired Leases		102
		5.	Insurance Policies		102
		6.	Indemnification Provisions		103
		7.	Modifications, Amendments, Supplements, Restatements, or Other Agreements		103
		8.	Reservation of Rights		104
		9.	Nonoccurrence of Effective Date		104
		10.	Contracts and Leases Entered Into After the Petition Date		104
	G.	Provisions Governing Distributions			104
		1.	Timing and Calculation of Amounts to Be Distributed		104
		2	Distributions on Account of Obligations of Multiple Debtors		105
		3.	Disbursing Agent		105
		4.	Rights and Powers of Disbursing Agent		105
		5.	Delivery of Distributions and Undeliverable or Unclaimed Distributions		105
		6.	Manner of Payment		108
		7.	Registration or Private Placement Exemption		108
		8.	Compliance with Tax Requirements		110
		9.	No Postpetition or Default Interest on Claims		110
		10.	Allocations		110
		11.	Setoffs and Recoupment		110
		12.	Claims Paid or Payable by Third Parties		111
		13.	Foreign Currency Exchange Rate		112
	H.	Procedures for Resolving Contingent, Unliquidated, and Disputed Claims			112
		1.	Resolution of Disputed Claims		112
		2.	Disallowance of Claims		114
		3.	Amendments to Proofs of Claim		114

		4.	No Distributions Pending Allowance	114
		5.	Distributions After Allowance	115
		6.	No Interest	115
	I.	Settlement, Release, Injunction, and Related Provisions		115
		1.	Compromise and Settlement of Claims, Interests, and Controversies	115
		2.	Discharge of Claims and Termination of Interests	116
		3.	Release of Liens	116
		4.	Releases by the Debtors	117
		5.	Releases by the Releasing Parties	118
		6.	Exculpation	120
		7.	Injunction	121
		8.	Term of Injunctions or Stays	122
		9.	Recoupment	122
		10.	Protection Against Discriminatory Treatment	122
		11.	Direct Insurance Claims	122
		12.	Qualified Pension Plans	122
		13.	Regulatory Activities	123
	J.	Conditions Precedent to Consummation of the Plan		123
		1.	Conditions Precedent to Consummation of the Effective Date	123
		2.	Waiver of Conditions	124
		3.	Effect of Failure of Conditions	124
	K.	Modification, Revocation, or Withdrawal of the Plan		125
		1.	Modification and Amendments	125
		2.	Effect of Confirmation on Modifications	125
		3.	Revocation or Withdrawal of Plan	125
	L.	Retention of Jurisdiction		126
	M.	Miscellaneous Provisions		129
		1.	Immediate Binding Effect	129
		2.	Substantial Consummation	129
		3.	Further Assurances	129
		4.	Statutory Committee and Cessation of Fee and Expense Payment	129
		5.	Reservation of Rights	130
		6.	Successors and Assigns	130
		7.	Notices	130

		8.	Term of Injunctions or Stays	132
		9.	Entire Agreement	132
		10.	Exhibits	132
		11.	Severability of Plan Provisions	132
		12.	Votes Solicited in Good Faith	133
		13.	Closing of Chapter 11 Cases	133
		14.	Waiver or Estoppel	133
		15.	Deemed Acts	133
IX.	VALUATION OF THE DEBTORS			133
X.	TRANSFER RESTRICTIONS AND CONSEQUENCES UNDER FEDERAL SECURITIES LAWS			134
	A.	Bankruptcy Code Exemptions from Securities Act Registration Requirements		134
		1.	Securities Issued in Reliance on Section 1145 of the Bankruptcy Code	134
		2.	Subsequent Transfers of New Securities Issued under Section 1145 of the Bankruptcy Code	136
		3.	Subsequent Transfers of New Securities Issued under Section 1145 of the Bankruptcy Code to Affiliates	137
	B.	Private Placement Exemption from Securities Act Registration Requirements		137
		1.	Issuance of Securities in a Private Placement under Section 4(a)(2) of the Securities Act	137
		2.	Subsequent Transfers of Securities issued in a Private Placement under Section 4(a)(2) of the Securities Act	138
XI.	CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN			140
	A.	Certain U.S. Federal Income Tax Considerations for the U.S. Debtors and the Reorganized Holdings		142
		1.	Newco Acquisition	142
		2.	Restructuring in Place	143
	B.	Certain U.S. Federal Income Tax Consequences to Certain U.S. Holders of Certain Allowed Claims		147
		1.	Consequences of the Exchange to U.S. Holders of Allowed 2016 Term Loan Claims and Allowed 2020 Term B-3 Loan Claims.	147
		2.	Consequences of the Exchange to U.S. Holders of Allowed 2020 Term B-1 Loan Claims.	149
		3.	Consequences of the Exchange to U.S. Holders of Allowed 2020 Term B-2 Loan Claims.	151

		4.	Consequences of the Exchange to U.S. Holders of Allowed Unsecured Notes Claims.	153
		5	U.S. Holders Who Hold Claims In Multiple Classes.
		6.	Distributions Attributable to Accrued Interest (and OID).	154
		7.	Market Discount.	155
		8.	Issue Price of the First Lien Take-Back Term Loans.	156
		9.	Limitation on Use of Capital Losses.	156
	C.	Certain U.S. Federal Income Tax Consequences of the GUC Trust and PI Settlement Fund		157
		1.	The GUC Trust	157
		2.	PI Settlement Fund	160
	D.	U.S. Federal Income Tax Consequences of Ownership and Disposition of the First Lien Take-Back Term Loans.		161
		1.	Characterization of the First Lien Take-Back Term Loans.	161
		2.	Qualified Stated Interest.	162
		3.	Original Issue Discount.	162
		4.	Sale, Taxable Exchange or other Taxable Disposition.	163
		5.	Bond Premium.	164
	E.	U.S. Federal Income Tax Consequences of the Ownership and Disposition of New Common Stock, and New Warrants.		164
		1.	Dividends on New Common Stock	164
		2.	Exercise or Lapse of a New Warrant; Possible Constructive Distributions	165
		3.	Sale, Redemption, or Repurchase of New Common Stock or a New Warrant	166
		4.	Equity Subscription Rights	166
	F.	Certain U.S. Federal Income Tax Consequences to Certain Non-U.S. Holders of Allowed Claims		167
		1.	Gain Recognition	167
		2.	Payments of Interest (Including Accrued Interest on Claims)	168
		3.	Ownership of New Common Stock and New Warrants	169
		4.	Sale, Redemption, or Repurchase of New Common Stock and New Warrants	169
		5.	FATCA	170
	G.	Information Reporting and Back-Up Withholding		171
XII.	CERTAIN RISK FACTORS TO BE CONSIDERED			171
	A.	Certain Restructuring Law Considerations		172

		1.	Effect of Chapter 11 Cases	172
		2.	The Debtors May Not Be Able to Confirm the Plan	172
		3.	Non-Consensual Confirmation	172
		4.	Risk of Timing or Non-Occurrence of Effective Date	172
		5.	Risk of Termination of Restructuring Support Agreement, Backstop Commitment Agreement, or the Debt Commitment Letter	173
		6.	The Allocation of the Committee Settlement Amounts May be Successfully Challenged	173
		7.	Conversion into Chapter 7 Cases	174
		8.	The DIP Facilities May Be Insufficient to Fund the Debtors’ Business Operations, or May Be Unavailable if the Debtors Do Not Comply with the Final DIP Order or DIP Credit Agreements	174
		9.	Impact of the Chapter 11 Cases on the Debtors	174
		10.	The Plan Is Based upon Assumptions the Debtors Developed That May Prove Incorrect and Could Render the Plan Unsuccessful	175
		11.	Projections, Estimates, and Other Forward-Looking Statements Are Not Assured, and Actual Results May Vary	175
		12.	The Allowed Amount of Claims and the Estimated Percentage of Recoveries May Differ from Current Estimates	175
		13.	Parties-in-Interest May Object to the Debtors’ Classification of Claims and Interests	176
		14.	The Consenting Unsecured Noteholder Recovery May Not Be Approved	176
		15.	Releases, Injunctions, and Exculpations Provisions May Not Be Approved	176
		16.	The Debtors May Fail to Obtain the Proceeds of the Exit Facilities or the Equity Rights Offering, and the Backstop Commitment Agreement May Terminate	177
		17.	The Debtors May Seek to Amend, Waive, Modify, or Withdraw the Plan at Any Time Before Confirmation	177
		18.	Reorganized Debtors May Be Adversely Affected by Future Claims	177
	B.	Risks Relating to the Debtors’ and Reorganized Debtors’ Businesses		178
		1.	Post-Effective Date Indebtedness	177
		2.	Risks Associated with the Debtors’ Businesses and Industry	179
	C.	Risk Factors Relating to Securities to Be Issued under the Plan Generally		180

		1.	Public Market for Securities	180
		2.	Potential Dilution	181
		3.	Significant Holders	181
		4.	Equity Interests Subordinated to the Reorganized Debtors’ Indebtedness	181
		5.	No Intention to Pay Dividends	181
	D.	Additional Factors		181
		1.	Debtors Have No Duty to Update	181
		2.	No Representations Outside This Disclosure Statement Are Authorized	181
		3.	No Legal or Tax Advice Is Provided by this Disclosure Statement	182
		4.	No Representation Made	182
		5.	Certain Tax Consequences	182
XIII.	SOLICITATION AND VOTING PROCEDURES			182
	A.	Voting Instructions and Release Opt-Out or Opt-In Elections		182
	B.	Voting Record Date		183
	C.	Distribution of Consenting Unsecured Noteholder Recovery		183
	D.	Voting Deadline		184
	E.	Ballots Not Counted		184
XIV.	CONFIRMATION OF PLAN			185
	A.	Confirmation Hearing		185
	B.	Objections to Confirmation		185
	C.	Requirements for Confirmation of Plan		188
		1.	Requirements of Section 1129(a) of the Bankruptcy Code.	188
		2.	Additional Requirements for Non-Consensual Confirmation	191
	D.	Summary of Release Provisions		192
		1.	Debtor Releases	193
		2.	Third Party Releases	194
XV.	ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN			195
	A.	Alternative Plan of Reorganization		196
	B.	Sale under Section 363 of the Bankruptcy Code		196
	C.	Liquidation under Chapter 7 or Applicable Non-Bankruptcy Law		196
XVI.	CONCLUSION AND RECOMMENDATION			197

EXHIBIT A:	Joint Plan of Reorganization of Revlon, Inc. and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code
EXHIBIT B:	Restructuring Support Agreement
EXHIBIT C:	Corporate Structure Chart
EXHIBIT D:	Valuation Analysis
EXHIBIT E:	Liquidation Analysis
EXHIBIT F:	Financial Projections

I.	INTRODUCTION

A.

Overview

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reduces the Company’s pro forma indebtedness by $2.7 billion versus its existing capital structure (including the DIP Facilities);

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capitalizes the Company with $1.8 billion of expected debt financing under the Exit Facilities, which will be used, among other things, to fund plan distributions;

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provides for an Equity Rights Offering in the amount of up to $670 million for the purchase of New Common Stock of the Reorganized Debtors, which is backstopped by the Equity Commitment Parties, the proceeds of which will be used, among other things, to fund plan distributions;

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provides the Reorganized Debtors with a minimum cash balance as of the Effective Date of $75 million;

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provides for the discharge and cancellation of Interests in Holdings and certain Claims on the Effective Date, and the issuance of New Common Stock to Holders of applicable Allowed Claims on the Effective Date;

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provides substantial cash distributions to Holders of Allowed General Unsecured Claims and the issuance of New Warrants to Holders of Allowed Unsecured Notes Claims, in each case, subject to acceptance of the Plan by the relevant Class or Holders, as more fully described below;

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provides for a global and integrated compromise and settlement of all disputes, including, without limitation, the Financing Transactions Litigation Claims, between and among the Debtors, the Creditors’ Committee, the Consenting BrandCo Lenders, the Consenting 2016 Lenders, and other stakeholders in these Chapter 11 Cases; and

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has the support of the Creditors’ Committee, the Ad Hoc Group of BrandCo Lenders, and the Ad Hoc Group of 2016 Lenders.

B.

Who Is Entitled to Vote

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all Holders of Claims that are deemed Unimpaired, presumed to accept the Plan, and do not elect to opt-out of the Third-Party Releases;

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all Holders of Claims entitled to vote on the Plan that vote to accept the Plan;

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all Holders of Claims entitled to vote on the Plan that abstain from voting on the Plan and do not elect on their Ballot to opt-out of the Third-Party Releases;

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all Holders of Claims entitled to vote on the Plan who vote to reject the Plan but do not elect on their Ballot to opt-out of the Third-Party Releases;

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all Holders of Claims that are deemed to reject the Plan and do not elect to opt-out of the Third-Party Releases; and

•

all Holders of Interests in Holdings that elect to opt-in to the Third-Party Releases contained in the Plan.

C.

Estimated Recoveries under the Plan

Class No.	Type of Claim	Treatment	Estimated Amount of Claims	Impairment / Voting
1	Other Secured Claims	On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed Other Secured Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, at the option of the Debtor against which such Allowed Other Secured Claim is asserted (with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders):  (i) payment in full in cash; (ii) delivery of the collateral securing such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) such other treatment rendering such Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.	N/A	Unimpaired; presumed to accept
2	Other Priority Claims	On the Effective Date, or as soon as reasonably practicable thereafter, except to the extent that a Holder of an Allowed Other Priority Claim and the Debtor against which such Allowed Other Priority Claim is asserted (with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders) agree to less favorable treatment for such Holder, each Holder of an Allowed Other Priority Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, at the option of the Debtor against which such Allowed Other Priority Claim is asserted (with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders):  (i) payment in full in cash or (ii) such other treatment rendering such Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.	N/A	Unimpaired; presumed to accept
3	FILO ABL Claims	On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed FILO ABL Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, payment in full in cash.	$56.9 million3	Unimpaired; presumed to accept
4	OpCo Term Loan Claims	On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed OpCo Term Loan Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, (i) such Holder’s Pro Rata share (determined based on such Holder’s Non-Class 4 Equity Electing Claims as a percentage of all Non-Class 4 Equity Electing Claims) of Cash in the amount of $56 million or (ii) if such Holder makes or is deemed to make the Class 4 Equity Election, such Holder’s Pro Rata share (determined based on such Holder’s Class 4 Equity Electing Claims as a percentage of all Class 4 Equity Electing Claims) of  18% of (a) the New Common Stock issued on the Effective Date, prior to and subject to dilution by any New Common Stock issued in connection with the Equity Rights Offering (including, for the avoidance of doubt, any New Common Stock issued pursuant to the Backstop Commitment Agreement), in connection with any MIP Awards, and/or upon the exercise of the New Warrants and (b) the Equity Subscription Rights.	$877.6 million	Impaired; entitled to vote

5	2020 Term B-1 Loan Claims	On the Effective Date, each Holder of an Allowed 2020 Term B‑1 Loan Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, either (i) a principal amount of Take-Back Term Loans equal to such Holder’s Allowed 2020 Term B-1 Loan Claim or (ii) an amount of Cash equal to the principal amount of Take-Back Term Loans that otherwise would have been distributable to such Holder under clause (i).	$1,093.7 million4	Impaired; entitled to vote
6	2020 Term B-2 Loan Claims	On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed 2020 Term B-2 Loan Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share of 82% of (a)  the New Common Stock issued on the Effective Date, prior to and subject to dilution by any New Common Stock issued in connection with the Equity Rights Offering (including, for the avoidance of doubt, any New Common Stock issued pursuant to the Backstop Commitment Agreement), in connection with any MIP Awards, and/or upon the exercise of the New Warrants and (b) the Equity Subscription Rights.	$946.8 million	Impaired; entitled to vote
7	BrandCo Third Lien Guaranty Claims	Holders of BrandCo Third Lien Guaranty Claims shall receive no recovery or distribution on account of such Claims.  On the Effective Date, all BrandCo Third Lien Guaranty Claims will be canceled, released, extinguished, and discharged, and will be of no further force or effect.	$3.0 million	Impaired; deemed to reject
8	Unsecured Notes Claims	On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed Unsecured Notes Claim shall receive: (i)       if Class 8 votes to accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share of the Unsecured Notes Settlement Distribution; or	$441.4 million	Impaired; entitled to vote

(ii)       if Class 8 votes to reject the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, no recovery or distribution on account of such Claim and all Unsecured Notes Claims shall be canceled, released, extinguished, and discharged, and of no further force or effect; provided that each Consenting Unsecured Noteholder shall receive 50% of such Holder’s Pro Rata share of the Unsecured Notes Settlement Distribution (the “Consenting Unsecured Noteholder Recovery”); provided, further, that if the Bankruptcy Court finds that such Consenting Unsecured Noteholder Recovery is improper, there shall be no such distribution to Consenting Unsecured Noteholders under the Plan. All distributions to Holders of Class 8 Unsecured Notes Claims shall be made to (or in a manner reasonably approved by) the Unsecured Notes Indenture Trustee for further distribution to Holders of Unsecured Notes Claims in accordance with the Unsecured Notes Indenture.  In addition to the foregoing, the Debtors shall pay the unpaid fees and expenses of the Unsecured Notes Indenture Trustee as of the Effective Date of the Plan to the extent included in the definition of Restructuring Expenses.

9(a)	Talc Personal Injury Claims	As soon as reasonably practicable after the Effective Date in accordance with the Talc PI Distribution Procedures, each Holder of an Allowed Talc Personal Injury Claim shall receive: (i)       if Class 9(a) votes to accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share (as determined in accordance with the Talc PI Distribution Procedures) of the Talc Personal Injury Settlement Distribution; or (ii)      if Class 9(a) votes to reject the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, no recovery or distribution on account of such Claim, and all Talc Personal Injury Claims shall be canceled, released, extinguished, and discharged, and of no further force or effect.	$50-150 million	Impaired; entitled to vote
9(b)	Non-Qualified Pension Claims	On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed Non-Qualified Pension Claim shall receive: (i)       if Class 9(b) votes to accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, cash in an amount equal to such Holder’s Pro Rata share of the Pension Settlement Distribution; or (ii)      if Class 9(b) votes to reject the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, no recovery or distribution on account of such Claim and all Non-Qualified Pension Claims shall be canceled, released, extinguished, and discharged, and of no further force or effect.	$50-60 million	Impaired; entitled to vote

9(c)	Trade Claims	On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed Trade Claim shall receive: (i)        if Class 9(c) votes to accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share of the Trade Settlement Distribution; or (ii)      if Class 9(c) votes to reject the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, no recovery or distribution on account of such Claim, and all Trade Claims shall be canceled, released, extinguished, and discharged, and of no further force or effect.	$60-80 million	Impaired; entitled to vote
9(d)	Other General Unsecured Claims	On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed Other General Unsecured Claim shall receive: (i)        if Class 9(d) votes to accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share of the Other GUC Settlement Distribution; or (ii)      if Class 9(d) votes to reject the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, no recovery or distribution on account of such Claim and all Other General Unsecured Claims shall be canceled, released, extinguished, and discharged, and of no further force or effect.	$42-62 million5	Impaired; entitled to vote
10	Subordinated Claims	Holders of Subordinated Claims shall receive no recovery or distribution on account of such Claims.  On the Effective Date, all Subordinated Claims will be canceled, released extinguished, and discharged, and will be of no further force or effect.	N/A	Impaired; deemed to reject
11	Intercompany Claims and Interests	On the Effective Date, unless otherwise provided for under the Plan, each Intercompany Claim and/or Intercompany Interest shall be, at the option of the Debtors (with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders) either (i) Reinstated or (ii) canceled and released. All Intercompany Claims held by any BrandCo Entity against any OpCo Debtor or by any OpCo Debtor against any BrandCo Entity shall be deemed settled pursuant to the Plan Settlement, and shall be canceled and released on the Effective Date.	N/A	Unimpaired; presumed to accept or Impaired; deemed to reject
12	Interests in Holdings	Holders of Interests (other than Intercompany Interests) shall receive no recovery or distribution on account of such Interests.  On the Effective Date, all Interests (other than Intercompany Interests) will be canceled, released extinguished, and discharged, and will be of no further force or effect.	N/A	Impaired; deemed to reject

II.	OVERVIEW OF THE COMPANY’S OPERATIONS

A.

Overview

B.

The Company’s History

C.

Revlon’s Operations

D.

Corporate Structure

E.

Board, Directors, and Officers

Name		Position
Debra Perelman		President & Chief Executive Officer
Robert M. Caruso		Chief Restructuring Officer
Matt Kvarda		Interim Chief Financial Officer
Ely Bar-Ness		Chief Human Resources Officer
Thomas Cho		Chief Supply Chain Officer
Keyla Lazardi		Chief Scientific Officer
Andrew Kidd		EVP, General Counsel
Martine Williamson		Chief Marketing Officer

III.	PREPETITION CAPITAL STRUCTURE

Instrument / Facility		Principal Outstanding
ABL Facility		$	289,000,000
BrandCo Facilities		$	1,878,019,220
2016 Term Loan Facility8		$	872,424,572
Unsecured Notes		$	431,300,000
Foreign ABTL Facility		$	75,000,000
Total Indebtedness		$	3,545,743,792

A.

ABL Facility

B.

2016 Term Loan Facility

C.

BrandCo Facilities

D.

Foreign Asset-Based Term Loan

E.

Unsecured Notes

F.

Equity Interests

IV.	KEY EVENTS LEADING TO COMMENCEMENT OF CHAPTER 11 CASES

A.

Elizabeth Arden Acquisition

B.

Impact of the COVID-19 Pandemic

C.

Citibank Wire Transfer Litigation

D.

Prepetition Financing Efforts

E.

Cost-Cutting Measures

F.

Market Conditions and Industry Headwinds

G.

Preparation for Commencement of Chapter 11 Proceedings

V.	EVENTS DURING CHAPTER 11 CASES

A.

Commencement of the Chapter 11 Cases

B.

First and Second Day Operational Pleadings

C.

Canadian Recognition Proceeding

D.

Milestones for Chapter 11 Cases

#	Milestone	Applicable Date
1	Debtors commence Chapter 11 Cases	June 15, 2022 (Milestone met)
2	Debtors file a motion seeking interim approval of the DIP Facilities	June 16, 2022 (Milestone met)
3	The Bankruptcy Court approves the DIP Facilities on an interim basis	June 17, 2022 (Milestone met)
4	The Bankruptcy Court approves the DIP Facilities on a final basis	August 2, 2022 (Milestone met)
5	The Debtors enter into a Restructuring Support Agreement	December 19, 2022 (Milestone extended from November 15, 2022; extended milestone met)
6	The Debtors file a Plan and Disclosure Statement10	February 21, 2023
7	The Bankruptcy Court enters the Disclosure Statement Order	February 22, 2023 (Milestone extended from February 14, 2023)

#	Milestone	Applicable Date
8	The Bankruptcy Court enters the Backstop Order11	February 22, 2023 (Milestone extended from February 14, 2023)
9	The Debtors commence the solicitation of votes to accept or reject the Plan	February 27, 2023 (Milestone extended from February 20, 2023)
10	The Bankruptcy Court enters a Confirmation Order	April 4, 2023
11	The Effective Date of a Plan has occurred	April 18, 2023

E.

Procedural and Administrative Motions

•

Order (A) Directing Joint Administration of Chapter 11 Cases and (B) Granting Related Relief dated June 16, 2022 [Docket No. 51];

•

Order (I) Authorizing and Approving the Appointment of Kroll Restructuring Administration, LLC as Claims and Noticing Agent to the Debtors and (II) Granting Related Relief dated June 17, 2022 [Docket No. 66];

•

Order (I) Extending Time to File Schedules of Assets and Liabilities, Schedules of Current Income and Expenditures, Schedules of Executory Contracts and Unexpired Leases, Statements of Financial Affairs, and Rule 2015.3 Financial Reports, and (II) Granting Related Relief dated June 17, 2022 [Docket No. 83];

•

Order (I) Authorizing the Debtors to (A) Prepare a List of Creditors in Lieu of Submitting a Formatted Mailing Matrix and (B) File a Consolidated List of the Debtors’ 50 Largest Unsecured Creditors, (II) Authorizing the Debtors to Redact Certain Personal Identification Information for Individual Creditors, (III) Approving the Form and Manner of Notifying Creditors of Commencement of these Chapter 11 Cases, and (IV) Granting Related Relief dated June 17, 2022 [Docket No. 75]; and

•

Order (A) Establishing Certain Notice, Case Management, and Administrative Procedures and (B) Granting Related Relief 12 [Docket No. 279].

•

Paul, Weiss as attorneys for the Debtors [Docket No. 253];

•

PJT as the Debtors’ investment banker [Docket No. 248];

•

Alvarez & Marsal North America, LLC (“A&M”) to provide a Chief Restructuring Officer, Interim Chief Financial Officer, and Certain Additional Personnel [Docket Nos. 249, 753];

•

Kroll Restructuring Administration, LLC, as administrative advisor to the Debtors [Docket No. 250];

•

Petrillo Klein & Boxer, LLP (“Petrillo”), as special counsel to the Debtors’ investigation committee [Docket No. 251];

•

Alan Gover (“Gover”), as special counsel to the Debtors’ investigation committee [Docket No. 254];

•

Teneo Capital LLC (“Teneo”), as financial advisor to the Debtors’ investigation committee [Docket No. 526];

•

Freshfields Bruckhaus Deringer US LLP and Freshfields Bruckhaus Deringer LLP, as special counsel for international issues to the Debtors [Docket No. 527];

•

MoloLamken LLP, as special litigation counsel and conflicts counsel for the Debtors [Docket No. 258];

•

Kaplan Rice LLP, as special litigation counsel to the Debtors [Docket No. 1013];

•

Ropes & Gray LLP, as special counsel to the BrandCo Entities [Docket No. 255];

•

Huron Consulting Services LLC, as financial advisor to the BrandCo Entities [Docket No. 256];

•

KPMG LLP , as auditor, tax compliance advisor, tax consultant, and advisor to the Debtors [Docket No. 252];

•

KPMG LLP (UK), as auditor to the Debtors [Docket No. 525];

•

Deloitte Tax LLP, as tax advisor to the Debtors [Docket No. 520];

•

Deloitte LLP, as Canadian indirect tax compliance, indirect tax consultant, and advisor to the Debtors [Docket No. 521];

•

PricewaterhouseCoopers LLP, as accounting advisor to the Debtors [Docket No. 523]; and

•

Kroll, LLC, as valuation advisor to the Debtors [Docket Nos. 519 & 1251].

F.

Other Motions

G.

PBGC Claims

H.

Section 341 Meeting

I.

Appointment of Committee

•

U.S. Bank Trust Company, National Association as successor to U.S. Bank National Association;

•

Pension Benefit Guaranty Corporation;

•

Orlandi, Inc.;

•

Quotient Technology, Inc.;

•

Stanley B. Dessen;

•

Eric Biljetina, as independent executor of the estate of Jolynne Biljetina; and

•

Catherine Poulton

J.

NYSE Delisting Decision

K.

Schedules and Statements

L.

Stakeholder Engagement

M.

Certain Postpetition Efforts to Stabilize and Improve Operations

N.

Independent Investigation

O.

Significant Litigation Related to the 2016 Term Loan Facility and BrandCo Facilities

(i)

The Debtors lacked the necessary consents from a majority of the 2016 Term Loan Lenders.  Specifically, the 2016 Plaintiffs argue that the 2016 Incremental Revolver was prohibited because (a) there was an outstanding default under the 2016 Credit Agreement because the 2019 Term Loan Facility and the transactions contemplated thereby constituted an impermissible sale-leaseback, (b) it breached the implied covenant of good faith and fair dealing, and (c) it required the consent of the applicable Majority Facility Lenders (as defined in the 2016 Credit Agreement); and

(ii)

The transfer of the BrandCo intellectual property in 2020 was an impermissible sale-leaseback.

P.

Debtors’ Sale Efforts

Q.

Development of the Debtors’ Business Plan

R.

Tort Claims

VI.	RESTRUCTURING SUPPORT AGREEMENT15

A.

Development of the Restructuring Support Agreement

B.

Certain Key Terms of the Restructuring Support Agreement and Restructuring Transactions

(i)

prior to the execution of the Backstop Commitment Agreement (which occurred on January 17, 2023), in a manner consistent with the initial Restructuring Support Agreement, solicit, facilitate, and engage in discussions or negotiations with third-party bidders with respect to Alternative Restructuring Proposals (as defined in the Restructuring Support Agreement), and ultimately enter into definitive documentation or consummate an Alternative Restructuring Proposal if the Board determined to do so in the exercise of its fiduciary duties (and the Debtors were obligated to notify counsel to the Ad Hoc Group of BrandCo Lenders and the Creditors’ Committee within one (1) calendar day of the taking of formal corporate action or signing definitive agreements, and upon receipt of such notice with respect to an Alternative Restructuring Proposal that was not an Acceptable Alternative Transaction, the Required Consenting BrandCo Lenders were able to terminate the Restructuring Support Agreement in accordance with its terms); and

(ii)

from and after the execution of the Backstop Commitment Agreement, continue to conclusion any ongoing discussions with interested parties and respond to any inbound indications of interest, but no longer solicit Alternative Restructuring Proposals (or inquiries or indications of interest with respect thereto).  If any Debtor determined, in the exercise of its fiduciary duties, to accept or pursue an Alternative Restructuring Proposal, including an Acceptable Alternative Transaction, including by making any written or oral proposal or counterproposal with respect thereto, the Debtors was required to notify counsel to the Ad Hoc Group of BrandCo Lenders and the Creditors’ Committee within two (2) Business Days following such determination and/or proposal or counterproposal.  If the Debtors gave notice regarding an Alternative Restructuring Proposal that was not an Acceptable Alternative Transaction, the Required Consenting BrandCo Lenders had the ability to terminate the Restructuring Support Agreement in accordance with its terms, provided that they notified the Debtors that they did not support the Alternative Restructuring Proposal and would intend to credit bid their claims as an alternative.

VII.	PLAN SETTLEMENT

(i)

the allocation of the economic burden of repayment of the ABL DIP Facility and Term DIP Facility and/or payment of adequate protection obligations provided pursuant to the Final DIP Order among the Debtors;

(ii)

any and all disputes that might be raised impacting the allocation of value among the Debtors and their respective assets, including any and all disputes related to the Intercompany DIP Facility; and

(iii)

any and all other Settled Claims, including all claims arising in respect of the Debtors’ historical financing transactions, including the 2019 Transaction and the BrandCo Transaction.

A.

Creditors’ Committee Investigation and Settlement

•

Cash Settlement Amount:

o

(i) If Classes 9(a), 9(b), 9(c), and/or 9(d) accept the Plan and the Creditors’ Committee Settlement Conditions16 are satisfied, Holders of Claims in the accepting Classes shall be entitled to their pro rata portion of the GUC Settlement Amount, which GUC Settlement Amount consists of $44 million in aggregate amount of cash to be allocated among such Classes, as follows: 17

◾

Class 9(a) Talc Personal Injury Claims: 36.10%

◾

Class 9(b) Non-Qualified Pension Claims: 19.86%

◾

Class 9(c) Trade Claims: 25.27%

◾

Class 9(d) Other General Unsecured Claims: 18.77%

o

(ii) If any such Classes vote to reject the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, Holders of Claims in such rejecting Classes shall receive no recoveries under the Plan on account of such Claims and the Reorganized Debtors shall retain the cash consideration otherwise distributable to such rejecting Class.

•

Contract Rejection Damages Top-Up: In addition to the above, an amount equal to 13% of the amount of any Allowed Contract Rejection Damages Claims above $50 million is to be distributed to Class 9(d) Other General Unsecured Claims only if such Class accepts the Plan and the Creditors’ Committee Settlement Conditions are satisfied.

•

Unsecured Notes:

o

(i) If Class 8 Unsecured Notes Claims accepts the Plan and the Creditors’ Committee Settlement Conditions are satisfied, Holders of Claims in such Class shall each receive their Pro Rata share of the New Warrants;

o

(ii) If Class 8 does not accept the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, (a) Holders of such Claims that do not accept the Plan will receive no recoveries on account of such Claims, and (b) Holders of such Claims that vote to accept the Plan on account of their Unsecured Notes Claim, and who do not, directly or indirectly, object to, or otherwise impede, delay, or interfere with, solicitation, acceptance, Confirmation, or Consummation of the Plan will, subject to the Bankruptcy Court’s approval, receive 50% of what they would have recovered if Class 8 had accepted the Plan (the “Consenting Unsecured Noteholder Recovery”); provided that if the Bankruptcy Court finds that the Consenting Unsecured Noteholder Recovery is improper, there shall be no such distribution to Consenting Noteholders under the Plan.

•

Qualified Pensions: To be reinstated.

•

Retained Preference Action Net Proceeds: If such classes accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, Classes 9(a)–(d) shall receive their allocated portion, as set forth in the Plan, of any cash and cash equivalent proceeds of Retained Preference Actions recovered by the GUC Trust (on its own behalf and on behalf of the PI Settlement Fund) less any amounts required to fund any and all costs, expenses, fees, taxes, disbursements, debts, or obligations incurred from the operation and administration of the GUC Trust or the PI Settlement Fund, as discussed below, including in connection with the prosecution or settlement of Retained Preference Actions, and all compensation, costs, and fees of the GUC Administrator, the PI Claims Administrator, and any professionals retained by the GUC Trust and the PI Settlement Fund. Any portion of such proceeds allocable to a Class of General Unsecured Claims that votes to reject the Plan will be remitted to the Reorganized Debtors. If none of class 9(a)-(d) vote to accept the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, the Reorganized Debtors will retain the Retained Preference Actions and all proceeds thereof.

B.

2016 Settlement

C.

Evaluation of the Plan Settlement under Section 1123 and Rule 9019

i.

The balance between the litigation’s possibility of success and the settlement’s future benefits;

ii.

The likelihood of complex and protracted litigation, “with its attendant expense, inconvenience, and delay,” including the difficulty in collecting on the judgement;

iii.

“[T]he paramount interests of the creditors,” including each affected class’s relative benefits “and the degree to which creditors either do not object to or affirmatively support the proposed settlement”;

iv.

Whether other parties in interest support the settlement;

v.

The “competency and experience of counsel” supporting, and “[t]he experience and knowledge of the bankruptcy court judge” reviewing, the settlement;

vi.

“[T]he nature and breadth of releases to be obtained by officers and directors”; and

vii.

“[T]he extent to which the settlement is the product of arm’s length bargaining.”

VIII.

SUMMARY OF CHAPTER 11 PLAN

THE FOLLOWING SUMMARIZES SOME OF THE SIGNIFICANT ELEMENTS OF THE PLAN.  THIS DISCLOSURE STATEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED INFORMATION SET FORTH IN THE PLAN.

A.

Administrative Claims, Priority Claims, and Statutory Fees

a.

Professional Fee Escrow Account

b.

Final Fee Applications and Payment of Professional Compensation Claims

c.

Professional Fee Escrow Amount

d.

Post-Confirmation Date Fees and Expenses

B.

Classification and Treatment of Claims and Interests

Class		Claim/Interest		Status		Voting Rights
1		Other Secured Claims		Unimpaired		Not Entitled to Vote (Deemed to Accept)
2		Other Priority Claims		Unimpaired		Not Entitled to Vote (Deemed to Accept)
3		FILO ABL Claims		Unimpaired		Not Entitled to Vote (Deemed to Accept)
4		OpCo Term Loan Claims		Impaired		Entitled to Vote
5		2020 Term B-1 Loan Claims		Impaired		Entitled to Vote
6		2020 Term B-2 Loan Claims		Impaired		Entitled to Vote
7		BrandCo Third Lien Guaranty Claims		Impaired		Not Entitled to Vote (Deemed to Reject)
8		Unsecured Notes Claims		Impaired		Entitled to Vote

9(a)		Talc Personal Injury Claims		Impaired		Entitled to Vote
9(b)		Non-Qualified Pension Claims		Impaired		Entitled to Vote
9(c)		Trade Claims		Impaired		Entitled to Vote
9(d)		Other General Unsecured Claims		Impaired		Entitled to Vote
10		Subordinated Claims		Impaired		Not Entitled to Vote (Deemed to Reject)
11		Intercompany Claims and Interests		Unimpaired / Impaired		Not Entitled to Vote (Presumed to Accept / Deemed to Reject)
12		Interests in Holdings		Impaired		Not Entitled to Vote (Deemed to Reject)

a.

Class 1 – Other Secured Claims

ii.

Treatment:  On the Effective Date, or as soon as reasonably practicable thereafter, except to the extent that a Holder of an Allowed Other Secured Claim and the Debtor against which such Allowed Other Secured Claim is asserted agree to less favorable treatment for such Holder, each Holder of an Allowed Other Secured Claim shall receive, at the option of the Debtor against which such Allowed Other Secured Claim is asserted (with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders), in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, either:

(A)

payment in full in Cash;

(B)

delivery of the collateral securing such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code;

(C)

Reinstatement of such Claim; or

(D)

such other treatment rendering such Allowed Other Secured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.

iii.

Voting:  Class 1 is Unimpaired under the Plan.  Each Holder of a Class 1 Other Secured Claim is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  Therefore, each Holder of a Class 1 Other Secured Claim is not entitled to vote to accept or reject the Plan.

b.

Class 2 – Other Priority Claims

i.

Classification:  Class 2 consists of all Other Priority Claims.

ii.

Treatment:  On the Effective Date, or as soon as reasonably practicable thereafter, except to the extent that a Holder of an Allowed Other Priority Claim and the Debtor against which such Allowed Other Priority Claim is asserted (with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders) agree to less favorable treatment for such Holder, each Holder of an Allowed Other Priority Claim shall receive, at the option of the Debtor against which such Allowed Other Priority Claim is asserted (with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders), in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, either:

(A)

payment in full in Cash; or

(B)

such other treatment rendering such Allowed Other Priority Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code.

iii.

Voting:  Class 2 is Unimpaired under the Plan.  Each Holder of a Class 2 Other Priority Claim is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  Therefore, each Holder of a Class 2 Other Priority Claim is not entitled to vote to accept or reject the Plan.

c.

Class 3 FILO ABL Claims

i.

Classification:  Class 3 consists of all FILO ABL Claims.

ii.

Treatment:  On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed FILO ABL Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, payment in full in Cash.

iii.

Voting:  Class 3 is Unimpaired under the Plan.  Each Holder of a Class 3 FILO ABL Claim is conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code.  Therefore, each Holder of a Class 3 FILO ABL Claim is not entitled to vote to accept or reject the Plan.

d.

Class 4 – OpCo Term Loan Claims

i.

Classification:  Class 4 consists of all OpCo Term Loan Claims.

ii.

Allowance:  On the Effective Date, the OpCo Term Loan Claims shall be Allowed as follows:

(A)

the 2016 Term Loan Claims against the OpCo Debtors shall be Allowed in the aggregate amount of the 2016 Term Loan Claims Allowed Amount;

(B)

the 2020 Term B-3 Loan Claims against the OpCo Debtors shall be Allowed in the aggregate amount of the 2020 Term B-3 Loan Claims Allowed Amount.

iii.

Treatment:  On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed OpCo Term Loan Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, (i) such Holder’s Pro Rata share (determined based on such Holder’s Non-Class 4 Equity Electing Claims as a percentage of all Non-Class 4 Equity Electing Claims) of Cash in the amount of $56 million or (ii) if such Holder makes or is deemed to make the Class 4 Equity Election, such Holder’s Pro Rata share (determined based on such Holder’s Class 4 Equity Electing Claims as a percentage of all Class 4 Equity Electing Claims) of the Class 4 Equity Distribution.

iv.

Voting:  Class 4 is Impaired under the Plan.  Therefore, each Holder of a Class 4 OpCo Term Loan Claim is entitled to vote to accept or reject the Plan.

e.

Class 5 – 2020 Term B-1 Loan Claims

i.

Classification:  Class 5 consists of all 2020 Term B-1 Loan Claims.

ii.

Allowance:  The 2020 Term B-1 Loan Claims shall be Allowed in the aggregate amount of the 2020 Term B-1 Loan Claims Allowed Amount.

iii.

Treatment:  On the Effective Date, each Holder of an Allowed 2020 Term B-1 Loan Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, either (i) a principal amount of Take-Back Term Loans equal to such Holder’s Allowed 2020 Term B-1 Loan Claim or (ii) an amount of Cash equal to the principal amount of Take-Back Term Loans that otherwise would have been distributable to such Holder under clause (i).

iv.

Voting:  Class 5 is Impaired under the Plan.  Therefore, each Holder of a Class 5 2020 Term B-1 Loan Claim is entitled to vote to accept or reject the Plan.

f.

Class 6 – 2020 Term B-2 Loan Claims

i.

Classification:  Class 6 consists of all 2020 Term B-2 Loan Claims.

ii.

Allowance:  The 2020 Term B-2 Loan Claims shall be Allowed in the aggregate amount of the 2020 Term B-2 Loan Claims Allowed Amount.

iii.

Treatment:  On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed 2020 Term B-2 Loan Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share of the Class 6 Equity Distribution.

iv.

Voting:  Class 6 is Impaired under the Plan.  Therefore, each Holder of a Class 6 2020 Term B-2 Loan Claim is entitled to vote to accept or reject the Plan.

g.

Class 7 – BrandCo Third Lien Guaranty Claims

i.

Classification:  Class 7 consists of all BrandCo Third Lien Guaranty Claims.

ii.

Allowance:  The BrandCo Third Lien Guaranty Claims shall be Allowed in the aggregate amount of the 2020 Term B-3 Loan Claims Allowed Amount.

iii.

Treatment:  Holders of BrandCo Third Lien Guaranty Claims shall receive no recovery or distribution on account of such Claims.  On the Effective Date all BrandCo Third Lien Guaranty Claims will be canceled, released, extinguished, and discharged, and will be of no further force or effect.

h.

Class 8 – Unsecured Notes Claims

i.

Classification:  Class 8 consists of all Unsecured Notes Claims.

ii.

Allowance:  The Unsecured Notes Claims shall be Allowed in the aggregate amount of the Unsecured Notes Claims Allowed Amount.

iii.

Treatment:  On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed Unsecured Notes Claim shall receive:

(A)

if Class 8 votes to accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share of the Unsecured Notes Settlement Distribution; or

(B)

if Class 8 votes to reject the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, no recovery or distribution on account of such Claim, and all Unsecured Notes Claims shall be canceled, released, extinguished, and discharged, and of no further force or effect; provided that each Consenting Unsecured Noteholder shall receive such Holder’s Consenting Unsecured Noteholder Recovery; provided, further that if the Bankruptcy Court finds that such Consenting Unsecured Noteholder Recovery is improper, there shall be no such distribution to Consenting Unsecured Noteholders under the Plan.

iv.

Voting:  Class 8 is Impaired under the Plan.  Therefore, each Holder of a Class 8 Unsecured Notes Claim is entitled to vote to accept or reject the Plan.

i.

Class 9(a) – Talc Personal Injury Claims

i.

Classification:  Class 9(a) consists of all Talc Personal Injury Claims.

ii.

Treatment:  As soon as reasonably practicable after the Effective Date in accordance with the PI Claims Distribution Procedures, each Holder of an Allowed Talc Personal Injury Claim shall receive:

(A)

(1) if Class 9(a) votes to accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share (as determined in accordance with the PI Claims Distribution Procedures) of the Talc Personal Injury Settlement Distribution distributable from the PI Settlement Fund; or

iii.

Voting:  Class 9(a) is Impaired under the Plan.  Therefore, each Holder of a Class 9(a) Talc Personal Injury Claim is entitled to vote to accept or reject the Plan.

j.

Class 9(b) – Non-Qualified Pension Claims

i.

Classification:  Class 9(b) consists of all Non-Qualified Pension Claims.

ii.

Treatment:  On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed Non-Qualified Pension Claim shall receive:

(A)

if Class 9(b) votes to accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share of the Pension Settlement Distribution; or

(B)

if Class 9(b) votes to reject the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, no recovery or distribution on account of such Claim, and all Non-Qualified Pension Claims shall be canceled, released, extinguished, and discharged and of no further force or effect.

iii.

Voting:  Class 9(b) is Impaired under the Plan.  Therefore, each Holder of a Class 9(b) Non-Qualified Pension Claim is entitled to vote to accept or reject the Plan.

k.

Class 9(c) – Trade Claims

i.

Classification:  Class 9(c) consists of all Trade Claims.

ii.

Treatment:  On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed Trade Claim shall receive:

(A)

if Class 9(c) votes to accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share of the Trade Settlement Distribution; or

(B)

if Class 9(c) votes to reject the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, no recovery or distribution on account of such Claim, and all Trade Claims shall be canceled, released, extinguished, and discharged, and of no further force or effect.

iii.

Voting:  Class 9(c) is Impaired under the Plan.  Therefore, each Holder of a Class 9(c) Trade Claim is entitled to vote to accept or reject the Plan.

l.

Class 9(d) – Other General Unsecured Claims

i.

Classification:  Class 9(d) consists of all Other General Unsecured Claims.

ii.

Treatment:  On the Effective Date, or as soon as reasonably practicable thereafter, each Holder of an Allowed Other General Unsecured Claim shall receive:

(A)

if Class 9(d) votes to accept the Plan and the Creditors’ Committee Settlement Conditions are satisfied, in full and final satisfaction, compromise, settlement, release, and discharge of such Claim, such Holder’s Pro Rata share of the Other GUC Settlement Distribution; or

(B)

if Class 9(d) votes to reject the Plan or the Creditors’ Committee Settlement Conditions are not satisfied, no recovery or distribution on account of such Claim and all Other General Unsecured Claims shall be canceled, released, extinguished, and discharged, and of no further force or effect.

iii.

Voting:  Class 9(d) is Impaired under the Plan.  Therefore, each Holder of a Class 9(d) Other General Unsecured Claim is entitled to vote to accept or reject the Plan.

m.

Class 10 – Subordinated Claims

i.

Classification:  Class 10 consists of all Subordinated Claims.

ii.

Treatment: Holders of Subordinated Claims shall receive no recovery or distribution on account of such Claims.  On the Effective Date, all Subordinated Claims will be canceled, released, extinguished, and discharged, and will be of no further force or effect.

iii.

Voting:  Class 10 is Impaired under the Plan.  Each Holder of a Class 10 Subordinated Claim is conclusively presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.  Therefore, each Holder of a Class 10 Subordinated Claim is not entitled to vote to accept or reject the Plan.

n.

Class 11 – Intercompany Claims and Interests

i.

Classification:  Class 11 consists of all Intercompany Claims and Interests.

ii.

Treatment:  On the Effective Date, unless otherwise provided for under the Plan, each Intercompany Claim and/or Intercompany Interest shall be, at the option of the Debtors (with the consent (not to be unreasonably withheld, conditioned, or delayed) of the Required Consenting BrandCo Lenders) either (A) Reinstated or (B) canceled and released.  All Intercompany Claims held by any BrandCo Entity against any OpCo Debtor or by any OpCo Debtor against any BrandCo Entity shall be deemed settled pursuant to the Plan Settlement, and shall be canceled and released on the Effective Date.

iii.

Voting:  Holders of Intercompany Claims and Interests are either Unimpaired under the Plan, and such Holders of Intercompany Claims and Interests are conclusively presumed to have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code, or Impaired under the Plan, and such Holders of Intercompany Claims are conclusively presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.  Therefore, Holders of Class 11 Intercompany Claims and Interests are not entitled to vote to accept or reject the Plan.

i.

Classification:  Class 12 consists of all Interests other than Intercompany Interests.

ii.

Treatment:  Holders of Interests (other than Intercompany Interests) shall receive no recovery or distribution on account of such Interests.  On the Effective Date, all Interests (other than Intercompany Interests) will be canceled, released, extinguished, and discharged, and will be of no further force or effect.

iii.

Voting:  Class 12 is Impaired under the Plan.  Each Holder of a Class 12 Interest is conclusively presumed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code.  Therefore, each Holder of a Class 12 Interest in Holdings is not entitled to vote to accept or reject the Plan.

C.

Means for Implementation of the Plan

a.

The Exit Facilities

b.

Issuance and Distribution of New Common Stock

c.

Equity Rights Offering

d.

Issuance and Distribution of New Warrants19

e.

General Unsecured Creditor Recovery

f.

Cash on Hand

D.

The GUC Trust

E.

PI Settlement Fund

F.

Treatment of Executory Contracts and Unexpired Leases

4.

Pre-existing Obligations to the Debtors under Executory Contracts and Unexpired Leases

7.

Modifications, Amendments, Supplements, Restatements, or Other Agreements

G.

Provisions Governing Distributions

a.

Powers of the Disbursing Agent

b.

Expenses Incurred On or After the Effective Date

a.

Delivery of Distributions

(i)

Delivery of Distributions to Holders of Allowed Credit Agreement Claims

b.

Record Date of Distributions

c.

Special Rules for Distributions to Holders of Disputed Claims

d.

Minimum Distributions

e.

Undeliverable Distributions and Unclaimed Property

a.

Section 1145 of the Bankruptcy Code

b.

Section 4(a)(2) of the Securities Act

c.

DTC

a.

Claims Paid by Third Parties

b.

Claims Payable by Third Parties

c.

Applicability of Insurance Policies

H.

Procedures for Resolving Contingent, Unliquidated, and Disputed Claims

a.

Allowance of Claims

b.

Claims and Interests Administration Responsibilities

c.

Estimation of Claims

d.

Adjustment to Claims Without Objection

e.

Time to File Objections to Claims

I.

Settlement, Release, Injunction, and Related Provisions

J.

Conditions Precedent to Consummation of the Plan

K.

Modification, Revocation, or Withdrawal of the Plan

L.

Retention of Jurisdiction

M.

Miscellaneous Provisions

IX.	VALUATION OF THE DEBTORS

X.	TRANSFER RESTRICTIONS AND CONSEQUENCES UNDER FEDERAL SECURITIES LAWS

A.

Bankruptcy Code Exemptions from Securities Act Registration Requirements

•

first, the securities must be offered and sold under a plan of reorganization and must be securities of the debtor, of an affiliate participating in a joint plan with the debtor, or of a successor to the debtor under the plan;

•

second, the recipients of the securities must each hold a prepetition or administrative expense claim against the debtor or an interest in the debtor; and

•

third, the securities must be issued entirely in exchange for the recipient’s claim against or interest in the debtor or such affiliate, or principally in such exchange and partly for cash or other property.

•

all of such New Securities are being offered and sold under the Plan and is a security of a successor to the Debtors under the Plan; and

•

all of such New Securities are being issued principally in exchange for claims against or interests in the Debtors and partially for cash.

•

in respect of the exercise of their own Equity Subscription Rights will be exempt under Section 1145(a)(1) of the Bankruptcy Code as described above; and

•

in respect of the Backstop Commitment Premium payable by the Debtors under the Backstop Commitment Agreement will be exempt under Section 1145(a)(1) of the Bankruptcy Code as being issued entirely in exchange for administrative claims against the Debtors and therefore exempt under Section 1145(a)(1) of the Bankruptcy Code.

•

all of the New Warrants are being offered and sold under the Plan and is a security of a successor to the Debtors under the Plan; and

•

all of the New Warrants are being issued entirely in exchange for claims against or interests in the Debtors.

•

purchases a claim against, an interest in, or a claim for administrative expense against, the debtor, with a view to distributing any security received in exchange for such a claim or interest (“accumulators”);

•

offers to sell securities offered under a plan for the holders of such securities (“distributors”);

•

offers to buy securities from the holders of such securities, if the offer to buy is (i) with a view to distributing such securities and (ii) made under a distribution agreement; or

•

is an “issuer” with respect to the securities, as the term “issuer” is defined in section 2(a)(11) of the Securities Act, which includes affiliates of the issuer, defined as persons who are in a relationship of “control” with the issuer.

B.

Private Placement Exemption from Securities Act Registration Requirements

XI.	CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

A.

Certain U.S. Federal Income Tax Considerations for the U.S. Debtors and the Reorganized Holdings

b.

Cancellation of Indebtedness Income and Reduction of Tax Attributes.

c.

Other Income

d.

Limitation of NOL Carryforwards and Other Tax Attributes

B.

Certain U.S. Federal Income Tax Consequences to Certain U.S. Holders of Certain Allowed Claims

a.

Newco Acquisition or Restructure in Place

b.

Character of Gain or Loss

c.

Potential Recapitalization Treatment.

a.

Potential Recapitalization Treatment.

b.

Fully Taxable Exchange

c.

Character of Gain or Loss

a.

Newco Acquisition or Restructure in Place

b.

Character of Gain or Loss

c.

Possible Recapitalization Treatment.

a.

U.S. Holders of Allowed Unsecured Notes Claims Receiving New Warrants

b.

Character of Gain or Loss For U.S. Holders of Allowed Unsecured Notes Claims Receiving New Warrants

c.

U.S. Holders of Allowed Unsecured Notes Claims Receiving No Recovery

C.

Certain U.S. Federal Income Tax Consequences of the GUC Trust and PI Settlement Fund

a.

U.S. Federal Income Tax Consequences to the GUC Trust Beneficiaries

b.

U.S. Federal Income Tax Classification of the GUC Trust

c.

General Tax Reporting by the GUC Trust and Holders of GUC Trust Interests

d.

Tax Reporting for GUC Trust Assets Allocable to Disputed Claims

a.

U.S. Federal Income Tax Consequences to the Holders of Allowed Talc Personal Injury Claims

b.

U.S. Federal Income Tax Treatment of the PI Settlement Fund

D.

U.S. Federal Income Tax Consequences of Ownership and Disposition of the First Lien Take-Back Term Loans.

E.

U.S. Federal Income Tax Consequences of the Ownership and Disposition of New Common Stock,  and New Warrants.

a.

Exercise or Lapse of a New Warrant

b.

Possible Constructive Distributions

F.

Certain U.S. Federal Income Tax Consequences to Certain Non-U.S. Holders of Allowed Claims

•

the non-U.S. Holder actually or constructively owns 10% or more of the total combined voting power of all classes of the Debtors’ stock (in the case of interest payments received pursuant to the Plan) or Reorganized Holdings’ stock (in the case of interest payments with respect to the First Lien Take-Back Term Loans) entitled to vote;

•

the non-U.S. Holder is a “controlled foreign corporation” that is a “related person” with respect to the Debtors (in the case of interest payments received pursuant to the Plan) or Reorganized Holdings’ stock (in the case of interest payments with respect to the First Lien Take-Back Term Loans) (each, within the meaning of the Tax Code);

•

the non-U.S. Holder is a bank receiving interest described in section 881(c)(3)(A) of the Tax Code; or

•

such interest is effectively connected with the conduct by the non-U.S. Holder of a trade or business within the United States.

G.

Information Reporting and Back-Up Withholding

XII.	CERTAIN RISK FACTORS TO BE CONSIDERED

A.

Certain Restructuring Law Considerations

B.

Risks Relating to the Debtors’ and Reorganized Debtors’ Businesses

•

refinancing or restructuring debt;

•

selling assets;

•

reducing or delaying capital investments; or

•

seeking to raise additional capital.

•

limited in how they conduct their business;

•

unable to raise additional debt or equity financing;

•

unable to compete effectively or to take advantage of new business opportunities; or

•

limited or unable to make certain changes in their business and to respond to changing circumstances;

•

any future effects as a result of the pendency of the Chapter 11 Cases;

•

the Debtors’ liquidity and financial outlook;

•

the ongoing impact of the COVID-19 pandemic;

•

disruptions to the supply chain;

•

the impact of inflation on the Company’s costs;

•

the Debtors’ ability to adjust prices to reflect inflation;

•

reductions in the Debtors’ revenue from market pressures, increased competition, or otherwise;

•

the Debtors’ ability to attract, motivate, and/or retain their employees necessary to operate competitively in the Debtors’ industry;

•

the Debtors’ ability to maintain successful relationships with key customers;

•

changes in interest rates;

•

exposure to foreign currency;

•

the Debtors’ ability to effectively manage costs;

•

the Debtors’ ability to drive and manage growth;

•

changing consumer tastes;

•

industry conditions;

•

the impact of general economic and political conditions in the United States or in specific markets in which the Debtors currently do business;

•

the Debtors’ ability to generate revenues from new sources;

•

the impact of regulatory rules or proceedings that may affect the Debtors’ businesses from time to time;

•

disruptions or security breaches of the Debtors’ information technology infrastructure;

•

the Debtors’ ability to generate sufficient cash flows to service or refinance debt and other obligations post-emergence; and

•

the Company’s success at managing the foregoing risks.

C.

Risk Factors Relating to Securities to Be Issued under the Plan Generally

D.

Additional Factors

XIII.

SOLICITATION AND VOTING PROCEDURES

A.

Voting Instructions and Release Opt-Out or Opt-In Elections

B.

Voting Record Date

C.

Distribution of Consenting Unsecured Noteholder Recovery

D.

Voting Deadline

E.

Ballots Not Counted

XIV.	CONFIRMATION OF PLAN

A.

Confirmation Hearing

B.

Objections to Confirmation

C.

Requirements for Confirmation of Plan

i.

the Plan complies with the applicable provisions of the Bankruptcy Code;

ii.

the Debtors have complied with the applicable provisions of the Bankruptcy Code;

iii.

the Plan has been proposed in good faith and not by any means forbidden by law;

iv.

any payment made or promised by the Debtors or by a person issuing securities or acquiring property under the Plan, for services or for costs and expenses in or in connection with the Chapter 11 Cases, or in connection with the Plan and incident to the Chapter 11 Cases, has been disclosed to the Bankruptcy Court, and any such payment made before confirmation of the Plan is reasonable, or if such payment is to be fixed after confirmation of the Plan, such payment is subject to the approval of the Bankruptcy Court as reasonable;

v.

the Debtors have disclosed the identity and affiliations of any individual proposed to serve, after confirmation of the Plan, as a director or officer of the Reorganized Debtors, an affiliate of the Debtors participating in a Plan with the Debtors, or a successor to the Debtors under the Plan, and the appointment to, or continuance in, such office of such individual is consistent with the interests of holders of Claims and Interests and with public policy, and the Debtors have disclosed the identity of any insider who will be employed or retained by the Reorganized Debtors, and the nature of any compensation for such insider;

vi.

with respect to each Class of Claims or Interests, each Holder of an Impaired Claim has either accepted the Plan or will receive or retain under the Plan, on account of such Holder’s Claim, property of a value, as of the Effective Date of the Plan, that is not less than the amount such Holder would receive or retain if the Debtors were liquidated on the Effective Date of the Plan under Chapter 7;

vii.

except to the extent the Plan meets the requirements of section 1129(b) of the Bankruptcy Code (as discussed further below), each Class of Claims either accepted the Plan or is not Impaired under the Plan;

viii.

except to the extent that the Holder of a particular Claim has agreed to a different treatment of such Claim, the Plan provides that administrative expenses and priority Claims, other than priority tax Claims, will be paid in full on the Effective Date, and that priority tax Claims will receive either payment in full on the Effective Date or deferred cash payments over a period not exceeding five years after the Petition Date, of a value, as of the Effective Date of the Plan, equal to the allowed amount of such Claims;

ix.

at least one Class of Impaired Claims has accepted the Plan, determined without including any acceptance of the Plan by any insider holding a Claim in such Class;

x.

confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors or any successor to the Debtors under the Plan; and

xi.

all fees payable under section 1930 of title 28, as determined by the Bankruptcy Court at the Confirmation Hearing, have been paid or the Plan provides for the payment of all such fees on the Effective Date of the Plan.

D.

Summary of Release Provisions

XV.	ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN

A.

Alternative Plan of Reorganization

B.

Sale under Section 363 of the Bankruptcy Code

C.

Liquidation under Chapter 7 or Applicable Non-Bankruptcy Law

XVI.	CONCLUSION AND RECOMMENDATION

Dated: February 21, 2023	REVLON, INC.
New York, New York	(on behalf of itself and each of its Debtor affiliates)
	/s/ Robert Caruso
	Robert Caruso
	Chief Restructuring Officer