Press Release November 30, 2021

In Cosmetics Industry-Defining Transaction, Milk Makeup to Enter $1.2 Billion Three-Way Business Combination with Waldencast and Obagi

The Technology and Special Purpose Acquisition Companies (SPACs) teams advised cult-favorite beauty brand Milk Makeup in a business combination with Waldencast Acquisition Corp. (NASDAQ: WALD), a SPAC led by former L’Oréal and Procter & Gamble executives. Waldencast will simultaneously acquire dermo-cosmetics leader Obagi. The cosmetics industry-defining transaction marks a rare move of a SPAC acquiring two marquee businesses at once.

Under the terms of the definitive merger agreement, the combined company is valued at approximately $1.2 billion.

Milk Makeup is a high-growth, iconic beauty brand among Gen-Z consumers and a leader in clean beauty that has grown organically through a diverse and inclusive community and is known for its cultural relevance and iconic products.

Obagi is a leading physician-dispensed brand in the dermo-cosmetic space, the highest-growth category in skin care.

Waldencast is a SPAC with the vision to build a global best-in-class beauty and wellness operating platform by developing, acquiring, accelerating, and scaling the next generation of conscious, purpose-driven brands. The company is led by executives with decades of experience leading and scaling global consumer and beauty brands at L’Oréal and Procter & Gamble.

Waldencast, Milk, and Obagi leadership will join forces to lead the new entity.

The capital raised in the transaction will be funded by $345 million from the SPAC’s IPO proceeds (subject to redemptions); $333 million in fully committed Forward Purchase Agreements; and $105 million in fully committed PIPE. Obagi’s and Milk Makeup’s existing shareholders are expected to hold equity of 20.5% and 14.9% respectively (without giving effect to any redemptions), in Waldencast.

The Goodwin team was led by Anthony McCusker and Dan Espinoza.

For more details, read the press release.