Waldencast Acquisition Corp. (NASDAQ:WALD) announced this morning that it has added $225 million in debt to its combination with beauty brands OBAGI and Milk.
This new money comes in the form of a four-year secured first-lien made up of a $175 million term loan and a $50 million revolving loan facility with $7.5 million available to be drawn as letters of credit. JP Morgan Chase (NYSE:JPM), Santander (NYSE:SAN) and Wells Fargo (NYSE:WFC) served as joint bookrunners and lead arrangers for the facility with JPM serving as administrative agent and Credit Suisse (NYSE:CS) as documentation agent.
The combined company would now receive $1.02 billion in total proceeds as this debt joins $333 million in forward purchase agreements (FPAs), a $113 million PIPE and Waldencast’s $345 million trust before redemptions. The PIPE and FPAs already covered the $440 million collective minimum cash conditions for the two companies, but the debt further secures all of the uses that the targets had in mind.
At announcement, the parties envisaged paying out $520 million in cash consideration to selling shareholders of the two companies and this new facility is aimed at paying down and replacing all of the companies’ existing credit facilities as well. Even in a 100% redemptions scenario, the combined company is now expected to have about $94 million in new capital to work with after expenses and consideration to sellers.
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 parties have not yet set a date for a completion vote on the deal, but on June 13, Waldencast announced an agreement 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 agreement that is sold during the 90 days following the completion of the transaction.
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