The Capital Markets team advised the initial purchasers on The Beauty Health Company’s upsized Rule 144A offering of 1.25% Convertible Senior Notes due 2026. The offering was increased from an initially announced size of $400 million to a $750 million offering including the full exercise of the initial purchasers’ option to purchase $100 million in additional notes. The initial conversion price of the notes features a premium of approximately 32.5% up from the reference price of $23.97 per share. In connection with the offering, Beauty Health and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes and effectively raise the conversion price of the notes to $47.94 per share, a 100% premium over the reference price.
The Beauty Health Company (NYSE: SKIN) is a category-creating beauty health company focused on bringing innovative products to market. Beauty Health’s flagship brand, HydraFacial, is a non-invasive and approachable beauty health platform and ecosystem with a powerful community of estheticians, consumers and partners, bridging medical and consumer retail to democratize and personalize skin care solutions for the masses.
Goodwin’s product team consisted of Jim Barri, John Servidio, Kim De Glossop, Benjamin Drai and Patrick Wilson. Goodwin’s corporate team consisted of Brad Weber, Erica Kassman, Andrianna Frinzi, Yana Shneyderman, Kristen Kennedy and Adanna Uwazurike. Daniel Karelitz and Garrett Gaughan provided tax advice.
For more information, read Beauty Health’s pricing press release for the offering.