M&A - e.l.f. Beauty, Inc.

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Form Type: 8-K

Filing Date: 2025-05-28

Corporate Action: Merger

Type: New

Accession Number: 000160003325000013

Filing Summary: On May 28, 2025, e.l.f. Beauty, Inc. entered into a Merger Agreement with HRBeauty LLC, e.l.f. Cosmetics, Inc., and Glaze Merger Sub, LLC. The agreement outlines that the Merger Sub will merge into rhode, making it a wholly owned subsidiary of e.l.f. The transaction, approved by both boards, is set to close in the Company's second quarter of fiscal year 2026. The total consideration for the deal is $800 million, including $600 million in cash and $200 million in Company stock. There are potential earn-out payments totaling up to $200 million based on revenue performance over three years post-closing. The acquisition will be financed through debt, with a reverse termination fee of $65 million applicable under certain conditions. Key customary conditions and covenants are included, alongside the agreement for regulatory approvals. Forward-looking statements indicate uncertainties related to the transaction.

Additional details:

Entry Into A Material Definitive Agreement: 2025-05-28


Merger Parties: e.l.f. Beauty, Inc., HRBeauty LLC, e.l.f. Cosmetics, Inc., Glaze Merger Sub, LLC


Closing Consideration: $800 million


Cash Payment: $600 million


Stock Payment: $200 million


Earn Out Maximum: $200 million


Reverse Termination Fee: $65 million


Closing Date Estimate: Q2 FY 2026


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