Waldencast Acquisition Corp. (NASDAQ:WALD) announced this afternoon that it has increased its PIPE by $8 million and entered into a conditional consent in regards to its combination with beauty brands OBAGI and Milk Makeup.
On June 14, Waldencast entered into subscription agreements with certain investors that have collectively subscribed for 800,000 shares of common stock for an aggregate purchase price equal to $8 million, bringing the total PIPE investment to $112 million. Waldencast originally brought about $345 million into the deal from its current trust alongside a $105 million PIPE and $333 million in forward purchase agreements (FPAs) at deal announcement. Waldencast’s sponsor and affiliates are funding $160 million of the FPAs with $173 million more coming form third parties.
Conditions to Obagi’s obligation to consummate the merger include that Waldencast receives at least $50 million in cash and the Obagi Cash Consideration equaling or exceeding $327.5 million, subject to reduction for Obagi’s expense overage. Milk’s closing conditions, on the other hand, includes that Waldencast receives, after completion of the transactions contemplated by the Milk Equity Purchase Agreement, at least $50 million and the Milk Cash Consideration is at least $112.5 million.
On June 13, Waldencast also entered into a conditional consent with Obagi and Cedarwalk pertaining to the value of and cost associated with inventory on hand. As of five business days before the special shareholder meeting, the cost of inventory will be deducted from the cash portion of the consideration payable under the Obagi merger agreement to Cedarwalk.
Obagi Hong Kong will pay Obagi and certain affiliates a royalty of 2.75% of gross sales on the specific inventory identified in the consent that is sold during the 90 days following the completion of the transaction.
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.
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