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The Beauty Health Company Announces Proposed Convertible Senior Notes Offering
LONG BEACH, Calif.--(BUSINESS WIRE)-- The Beauty Health Company ("BeautyHealth" or the "Company"; NASDAQ:SKIN) today announced its intention to offer,
About this update from Skinhealth Systems Inc.
[{"type":"text","content":" LONG BEACH, Calif.--(BUSINESS WIRE)--\nThe Beauty Health Company (\"BeautyHealth\" or the \"Company\"; NASDAQ:SKIN) today announced its intention to offer, subject to market and other conditions, $400,000,000 aggregate principal amount of convertible senior notes due 2026 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). BeautyHealth also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $60,000,000 principal amount of notes.\n\nThe notes will be senior, unsecured obligations of BeautyHealth, will accrue interest payable semi-annually in arrears and will mature on October 1, 2026, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. BeautyHealth will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock, par value $0.0001 per share (the “common stock”), or a combination of cash and shares of its common stock, at BeautyHealth’s election. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at BeautyHealth’s option at any time, and from time to time, on or after October 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of BeautyHealth’s common stock exceeds 130% of the conversion price for a specified period of time and certain liquidity conditions have been satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.\n\nBeautyHealth intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below. BeautyHealth intends to use the remainder of the net proceeds from the offering to fund potential future acquisitions, working capital expenditures and...