Waldencast Acquisition Corp. Announces up to $633 Million Raise Behind Pricing of Upsized $300 Million Initial Public Offerin...
15 Marzo 2021 - 5:11PM
Business Wire
Waldencast Acquisition Corp. (the “Company”) announced today the
pricing of its upsized initial public offering of 30,000,000 units
at a price of $10.00 per unit. The units are expected to be listed
on The Nasdaq Stock Market LLC (“Nasdaq”) and begin trading
tomorrow, March 16, 2021, under the ticker symbol “WALDU.” Each
unit consists of one Class A ordinary share and one-third of one
redeemable warrant, each whole warrant entitling the holder thereof
to purchase one Class A ordinary share at a price of $11.50 per
share, subject to certain adjustments. Only whole warrants are
exercisable. Once the securities constituting the units begin
separate trading, the Class A ordinary shares and warrants are
expected to be listed on Nasdaq under the symbols “WALD” and
“WALDW,” respectively. The offering is expected to close on March
18, 2021, subject to customary closing conditions.
The Company is incorporated for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses. While it may pursue an initial business combination
target in any industry or geographic location, the Company intends
to focus its search for a target business operating in the beauty,
personal care and wellness sectors.
In connection with the initial public offering, the Company has
entered into a forward purchase agreement (the “Sponsor Forward
Purchase Agreement”) with its sponsor, Waldencast Long-Term Capital
LLC, and Dynamo Master Fund, a member of the sponsor, which will
provide for the purchase of an aggregate 13,000,000 Class A
ordinary shares and 4,333,333 redeemable warrants, for an aggregate
purchase price of $130,000,000, or $10.00 per one Class A ordinary
shares and one-third of one redeemable warrant, in a private
placement to close substantially concurrently with the closing of
the initial business combination. The Sponsor Forward Purchase
Agreement provides that the purchasers may, in their sole
discretion, increase the amount of capital committed under the
Sponsor Forward Purchase Agreement up to an amount not to exceed
$160,000,000.
In addition, the Company has entered into a third-party forward
purchase agreement (the “Beauty Forward Purchase Agreement”) with
Beauty Ventures LLC (“Beauty Ventures”), which will provide for the
purchase of an aggregate of up to 17,300,000 Class A ordinary
shares and up to 5,766,667 redeemable warrants, for an aggregate
purchase price of up to $173,000,000, (subject to the below), or
$10.00 per one Class A ordinary share and one-third of one
redeemable warrant, in a private placement to close substantially
concurrently with the closing of the initial business combination.
To the extent that the amounts available from the trust account and
other financing (including the Sponsor Forward Purchase Agreement)
are sufficient for the cash requirements in connection with our
initial business combination, our sponsor may, in its sole
discretion, as the managing member of Beauty Ventures, reduce its
purchase obligation, up to the full amount, under the Beauty
Forward Purchase Agreement.
The Company is led by CEO Michel Brousset (former Group
President of L’Oréal), Executive Chairman Felipe Dutra
(former CFO at Anheuser-Busch InBev) and COO Hind Sebti
(former General Manager of L’Oréal). The Board of Directors
consists of the following individuals:
- Cristiano Souza – Senior Partner at Dynamo Capital
- Lindsay Pattison – Chief Client Officer of WPP
- Sarah Brown – Founder and Chair of the children's
charity Theirworld
- Juliette Hickman – Former investment analyst and
investor for Capital World and an Independent Director for Montanya
Distillers and Keurig Dr Pepper
- Zack Werner – Founder of The Maze Group
Credit Suisse Securities (USA) LLC and J.P. Morgan Securities
LLC are acting as joint book-running managers for the offering. The
Company has granted the underwriters a 45-day option to purchase up
to an additional 4,500,000 units to cover over-allotments, if any,
at the initial offering price.
The offering will only be made by means of a prospectus. When
available, copies of the prospectus may be obtained from Credit
Suisse Securities (USA) LLC Attn: Prospectus Department, 6933 Louis
Stephens Drive, Morrisville, NC 27560, Telephone: 1-800-221-1037,
Email: usa.prospectus@credit-suisse.com, and J.P. Morgan Securities
LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, New York 11717; Telephone: 1-866-803-9204; E-mail:
prospectus-eq_fi@jpmchase.com.
Registration statements relating to the securities became
effective on March 15, 2021. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the
proposed initial public offering and search for an initial business
combination. No assurance can be given that the offering discussed
above will be completed on the terms described, or at all.
Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Company’s
preliminary prospectus for the Company’s initial public offering
filed with the U.S. Securities and Exchange Commission. Copies of
these documents are available on the SEC’s website, www.sec.gov.
The Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210315005837/en/
Investor
Ross Nutter investors@waldencast.com
Media
Gladstone Place Partners Steve Lipin/Christina Stenson
waldencast@gladstoneplace.com
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