Waldencast Acquisition Corp. (NASDAQ:WALD) announced in an 8-K that its shareholders approved its combination with beauty brands OBAGI and Milk at a special meeting July 25.
In connection with the vote, 30,021,946 shares (87%) were redeemed, removing about $301 million from its trust. But, Waldencast had long secured the deal’s minimum cash requirements with $333 million in forward-purchase agreements and a recently upsized $118 million PIPE.
Together with Waldencast’s remaining trust funds, this makes for about $496 million in equity financing in addition to a $225 million debt facility that the SPAC announced in June. Obagi required a cash consideration of at least $327.5 million in the deal and Milk required $112.5 million.
The parties now expect the deal to close on or around July 27, after which the combined company will trade on the Nasdaq under the symbol “WALD”.
Waldencast initially announced the $1.2 billion combination with OBAGI and Milk Makeup on November 15. OBAGI provides medical-grade skincare products and Milk Makeup provides clean 100% vegan cosmetics via retail stores and its native ecommerce site.
The SPAC intended this transaction to mark the first step in forming a platform beauty company that will roll up additional brands across the cosmetics and wellness space.
ADVISORS
- J.P. Morgan Securities LLC acted as capital markets advisor and lead financial advisor, and Credit Suisse acted as capital markets advisor and financial advisor to Waldencast.
- Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Waldencast.
- Lazard was financial advisor to Obagi, and Financo Raymond James was financial advisor to Milk Makeup.
- Latham & Watkins served as legal counsel to Obagi, and Goodwin Procter served as legal counsel to Milk Makeup.
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