Judge Rejects Revlon Shareholders’ Demand for a Bankruptcy Equity Committee

Judge Rejects Revlon Shareholders’ Demand for a Bankruptcy Equity Committee
Revlon products are seen on display for sale in a Boots store in London, Britain, June 16, 2022. (Hannah McKay/Reuters)

A U.S. bankruptcy judge on Wednesday declined to appoint an equity committee in Revlon Inc.’s bankruptcy, rejecting a minority shareholder demand for a greater say in the cosmetics company’s restructuring.

U.S. Bankruptcy Judge David Jones in Manhattan said shareholder interests were already represented in the bankruptcy by Revlon, majority shareholder MacAndrews & Forbes, and the minority shareholder group led by investment advisor Mittleman Brothers LLC, which is free to continue advocating for shareholders on an unofficial basis.

Equity committees are only rarely appointed in bankruptcy cases, and Jones ruled that the cost of appointing a committee outweighed its likely value. If an official equity committee were appointed, Revlon would have to pay its attorneys and professionals at a time when its resources are already stretched, Jones said.

The minority shareholders’ attorney, Gregory Pesce, argued on Wednesday that an equity committee was the best way to give a voice to the “little guys,” retail stockholders who had invested in Revlon’s future.

“There’s real value here, and that value needs to be protected,” Pesce said in court.

The minority shareholders group pointed to increases in Revlon’s share price after the company filed for Chapter 11, saying Revlon was more than a so-called meme stock fueled by irrational retail investors and social media buzz.

Revlon had opposed the appointment of an equity committee, and its attorney Kyle Kimpler said the company’s shareholders “cannot possibly” prove that they are entitled to a meaningful payout at this stage in the bankruptcy. The company must pay $3.5 billion in debt before shareholders are entitled to a recovery, Kimpler said.

Revlon’s lenders also opposed the minority shareholder request, saying that recent stock price fluctuations were “untethered from market realities.”

Revlon filed for Chapter 11 in June, saying its debt load left it too cash-poor to make timely payments to critical vendors in its cosmetics supply chain.

By Dietrich Knauth