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The Beauty Health Company Prices Upsized $650 Million Convertible Senior Notes Offering

LONG BEACH, Calif.--(BUSINESS WIRE)-- The Beauty Health Company ("BeautyHealth" or the "Company"; NASDAQ:SKIN) today announced the pricing of its offering of

articleSkinhealth Systems Inc.September 9, 20213/company/beauty-health-co/news/the-beauty-health-company-prices-upsized-dollar650-million-convertible-senior-notes-offering
The Beauty Health Company Prices Upsized $650 Million Convertible Senior Notes Offering

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 the pricing of its offering of $650,000,000 aggregate principal amount of 1.25% 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”). The offering size was increased from the previously announced offering size of $400,000,000 aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on September 14, 2021, subject to customary closing conditions. BeautyHealth also granted 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 $100,000,000 principal amount of notes.\n\nThe notes will be senior, unsecured obligations of BeautyHealth and will accrue interest at a rate of 1.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022. The notes will mature on October 1, 2026, unless earlier repurchased, redeemed or converted. Before April 1, 2026, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after April 1, 2026, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. 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 initial conversion rate is 31.4859 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $31.76 per share of common stock. The initial conversion price represents a premium of approximately 32.5% over the last reported sale price of $23.97 per share of BeautyHealth’s common stock on September 9, 2021. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.\n\nThe notes will be redeemable, in whole or in part (sub...

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