September 10, 2021
The Beauty Health Company has announced the pricing of its offering of US$650,000,000 aggregate principal amount of 1.25% convertible senior notes due 2026 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The offering size was increased from the previously announced offering size of US$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 US$100,000,000 principal amount of notes.
Latham & Watkins LLP represents The Beauty Health Company in the offering with a corporate team led by Century City partner Brent Epstein, with Los Angeles associates Devon MacLaughlin, Catherine Shaw, and Celia Lown. Advice was provided on convertible debt matters by New York/Los Angeles partner Greg Rodgers, with New York associates Andrew Blumenthal and Alexandra Kustra; on equity derivatives matters by New York partner Catherine Lee, with New York associate Marc Langer; and on tax matters by New York partners Elena Romanova and Bora Bozkurt, with New York associate Ronald Moore.