Waldencast Acquisition Corp. (NASDAQ: WALD) (“Waldencast”), a
special purpose acquisition company, announced that, on June 24,
2022, its wholly-owned subsidiary Waldencast Finco Limited
(“Waldencast Finco”) entered into a Credit Agreement (the
“Waldencast Credit Agreement”), by and among Waldencast Finco, as
the borrower (the “Borrower”), Waldencast Partners LP, as the
parent guarantor, the lenders party thereto and JPMorgan Chase
Bank, N.A., as administrative agent. Credit Suisse AG, New York
Branch acted as documentation agent and JPMorgan Chase Bank, N.A.,
Banco Santander, S.A. and Wells Fargo Securities, LLC acted as
joint bookrunners and joint lead arrangers under the Waldencast
Credit Agreement.
As a result of the entry into the Waldencast Credit Agreement,
Waldencast will receive aggregate proceeds of up to approximately
$1.02 billion (if no Waldencast shareholders exercise their rights
to redeem their shares). This includes, in addition to the $225m
debt facility described above, the following previously announced
commitments:
- Forward Purchase Agreements with
Burwell Mountain Trust, Dynamo Master Fund (each members of
Waldencast Long-Term Capital LLC, Waldencast's sponsor) and Beauty
Ventures LLC in the aggregate total amount of $333 million.
- PIPE commitments with certain PIPE
investors in the aggregate total amount of $113 million.
- Waldencast’s SPAC proceeds of $345
million (if no Waldencast shareholders exercise their right to
redeem their shares).
Michel Brousset, Waldencast Founder and CEO, said: “We are
pleased to enter into a new credit agreement which reflects the
strength of our business model, cash flow generation, and ability
to generate long term profitable growth. Interest expense
associated with the Waldencast Credit Agreement will represent
approximately half of the borrowing cost of the Existing Credit
Agreements, and accordingly, an encouraging expression of
confidence by an outstanding group of first-tier financial
institutions. We thank JPMorgan, Banco Santander, Wells Fargo, and
Credit Suisse for their support.”
The Waldencast Credit Agreement provides for a four-year secured
first-lien (i) term loan facility in an aggregate principal amount
of $175 million and (ii) revolving loan facility in an aggregate
principal amount of up to $50 million (of which an aggregate
principal amount of up to $7.5 million will be available, at the
Borrower’s option, to be drawn in the form of letters of credit)
(collectively, the “Waldencast Credit Facilities”). The initial
borrowings under the Waldencast Credit Agreement will be subject to
negotiated limited conditions precedent and are expected to become
available on the Funding Date (as defined in the Waldencast Credit
Agreement).
Proceeds from the borrowings under the Waldencast Credit
Facilities may be used to: (i) pay the cash consideration due to
the equity holders of Milk Makeup and Obagi Skin Care upon
consummation of the transactions contemplated by the Transaction
Agreements, (ii) repay in full all outstanding amounts under, and
terminate, the Existing Credit Agreements and (iii) fund working
capital needs or other general corporate purposes of
Waldencast.
As previously disclosed, on November 15, 2021, Waldencast
entered into (i) an Agreement and Plan of Merger (the “Obagi Merger
Agreement”), by and among Waldencast, Obagi Merger Sub, Inc., a
Cayman Islands exempted company limited by shares and an indirect
wholly owned subsidiary of Waldencast, and Obagi Global Holdings
Limited, a Cayman Islands exempted company limited by shares
(“Obagi Skin Care”), and (ii) an Equity Purchase Agreement (the
“Milk Equity Purchase Agreement” and together with the Obagi Merger
Agreement, the “Transaction Agreements”), by and among Waldencast,
Obagi Holdco 1 Limited, a limited company incorporated under the
laws of Jersey, Waldencast Partners LP, a Cayman Islands exempted
limited partnership, Milk Makeup LLC, a Delaware limited liability
company (“Milk Makeup”), certain members of Milk Makeup and
Shareholder Representative Services LLC, a Colorado limited
liability company, solely in its capacity as representative of Milk
Makeup’s equity holders.
About Waldencast
Founded by Michel Brousset and Hind Sebti, Waldencast’s vision
is to build a global best-in-class beauty and wellness operating
platform by developing, acquiring, accelerating, and scaling the
next generation of conscious, purpose-driven
brands. Waldencast entered into agreements regarding its
proposed business combination with Obagi Skin Care and Milk Makeup
as a first step in realizing its vision. Waldencast intends to seek
brands with a direct connection to today’s evolving consumers whose
goals include pursuing social responsibility, inclusiveness,
sustainability, and transparency. Its goal is to become the partner
of choice for next-generation brands and consumers by leveraging
the collective leadership and the industry-specific operating
experience of its management team.
Additional Information and Where to Find
It
This communication relates to proposed
transactions between Obagi Skin Care and Waldencast and Milk Makeup
and Waldencast. This communication is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the potential transactions and
shall not constitute an offer to sell or a solicitation of an offer
to buy the securities of Obagi Skin Care or Milk Makeup, the
combined company or Waldencast, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. In connection with the proposed transactions,
Waldencast filed a registration statement on Form F-4 with the SEC
on February 14, 2022, as amended by Amendment No. 1 to the
registration statement on Form F-4 filed with the SEC on March 4,
2022, Amendment No. 2 to the registration statement on Form F-4
filed with the SEC on March 18, 2022, Amendment No. 3 to the
registration statement on Form F-4 filed with the SEC on April 27,
2022, Amendment No. 4 to the registration statement on Form F-4
filed with the SEC on May 13, 2022 and Amendment No. 5 to the
registration statement on Form F-4 filed with the SEC on June 16,
2022, which includes a document that serves as a prospectus and
proxy statement of Waldencast (the “proxy statement/prospectus”).
The proxy statement/prospectus will be sent to all Waldencast
shareholders. Waldencast also will file other documents regarding
the proposed transactions with the SEC. This communication does not
contain all the information that should be considered concerning
the proposed transactions and is not intended to form the basis of
any investment decision or any other decision in respect of the
proposed transactions. Before making any voting decision, investors
and security holders of Waldencast are urged to read the
registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed transactions as they become
available because they will contain important information about the
proposed transactions.
Investors and security holders may obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Waldencast through the website
maintained by the SEC at www.sec.gov.
The documents filed by Waldencast with the SEC
also may be obtained free of charge at Waldencast’s website at
https://www.waldencast.com or upon written request to 10 Bank
Street, Suite 560, White Plains, NY 10606.
Participants in the Solicitation
Waldencast, Obagi Skin Care, and Milk Makeup,
and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from Waldencast’s
shareholders in connection with the proposed transaction. A list of
the names of the directors and executive officers of Waldencast and
information regarding their interests in the business combinations
is set forth in Waldencast’s registration statement on Form S-1
(File No. 333-253370) filed with the SEC on March 15, 2021.
Additional information regarding the interests of such persons will
be contained in the registration statement and the proxy
statement/prospectus when available. You may obtain free copies of
these documents as described in the preceding
paragraph.
Forward-Looking Statements
This communication contains certain
forward-looking statements within the meaning of the federal
securities laws with respect to the proposed transactions among
Obagi Skin Care, Milk Makeup and Waldencast, including statements
regarding the intended benefits of the transactions, the
anticipated timing of the transactions and the growth strategies of
Waldencast, Obagi Skin Care and Milk Makeup. These forward-looking
statements generally are identified by the words “estimates,”
“projects,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,”
“future,” “propose,” “target,” “goal,” “objective,” “outlook” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
the control of Waldencast, Obagi Skin Care, and Milk Makeup, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include, but are not limited to: (i) the risk that the transactions
may not be completed in a timely manner or at all, which may
adversely affect the price of Waldencast’s securities, (ii) the
risk that Waldencast shareholder approval of the proposed
transactions is not obtained, (iii) the inability to recognize the
anticipated benefits of the proposed transactions, which may be
affected by, among other things, the amount of funds available in
Waldencast’s trust account following any redemptions by
Waldencast’s shareholders, (iv) the failure to receive certain
governmental and regulatory approvals, (v) the inability to
complete the PIPE Investment or the Forward Purchase Agreements
investments (as such terms are defined in the registration
statement on Form F-4 discussed above), (vi) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the Obagi Merger Agreement or the Milk Equity
Purchase Agreement (as such terms are defined in the registration
statement on Form F-4 discussed above), (vii) changes in general
economic conditions, including as a result of the COVID-19
pandemic, (viii) the outcome of litigation related to or arising
out of the proposed transactions, or any adverse developments
therein or delays or costs resulting therefrom, (ix) the effect of
the announcement or pendency of the transactions on Obagi Skin
Care’s or Milk Makeup’s business relationships, operating results,
and businesses generally, (x) the ability to continue to meet
Nasdaq’s listing standards following the consummation of the
proposed transactions, (xi) costs related to the proposed
transactions, (xii) that the price of Waldencast’s securities may
be volatile due to a variety of factors, including Waldencast’s,
Obagi Skin Care’s or Milk Makeup’s inability to implement their
business plans or meet or exceed their financial projections and
changes in the combined capital structure, (xiii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the proposed transactions, and identify and
realize additional opportunities and (xiv) the ability of Obagi
Skin Care and Milk Makeup to implement their strategic initiatives
and continue to innovate their existing products and anticipate and
respond to market trends and changes in consumer preferences. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of
Waldencast’s registration statement on Form S-1 (File No.
333-253370), the registration statement on Form F-4 discussed
above, the proxy statement/prospectus and other documents filed or
that may be filed by Waldencast from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Obagi Skin Care, Milk Makeup and Waldencast assume
no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Waldencast, Obagi Skin Care,
or Milk Makeup gives any assurance that Waldencast, Obagi Skin Care
or Milk Makeup, or the combined company, will achieve their
expectations.
Contacts:
Investors:ICR Allison Malkin/Brittany
Fraserinvestors@waldencast.com
Media:Gladstone Place PartnersSteve
Lipin/Christina Stensonwaldencast@gladstoneplace.com
212-230-5930
Waldencast (NASDAQ:WALD)
Historical Stock Chart
From Mar 2024 to Apr 2024
Waldencast (NASDAQ:WALD)
Historical Stock Chart
From Apr 2023 to Apr 2024