The PIPE investors will be subject to the same terms as the Initial PIPE Investors and have collectively subscribed for 500,000 shares of Waldencast Common Stock for an aggregate purchase price equal to $5 million. The PIPE Investment will be consummated substantially concurrently with the closing of Waldencast’s initial business combination.
Additionally, Waldencast entered into a promissory note with its sponsor, Waldencast Long-Term Capital LLC to loan the SPAC up to $450,000 to be used for working capital purposes. The loan will not bear any interest, and will be repayable by Waldencast to the Sponsor upon the earlier of the date by which Waldencast has to complete a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Today’s additional funding comes just a few weeks after the SPAC confirmed $225 million in debt which was 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 served as administrative agent and Credit Suisse (NYSE:CS) as documentation agent.
The combined company would now receive $1.025 billion in total proceeds as this funding joins $333 million in forward purchase agreements (FPAs), a $118 million PIPE and Waldencast’s $345 million trust before redemptions. The original PIPE and FPAs already covered the $440 million collective minimum cash conditions for the two companies, but the additional funding further secures all of the uses that the company had in mind.
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.