Beauty Health announces convertible debt refinancing

The Beauty Health (SKIN) Company entered into privately negotiated exchange agreements with certain holders of the Company’s outstanding 1.25% convertible senior notes due 2026. Under the terms of the Exchange Agreements, the Company will exchange approximately $413.2 million of aggregate principal amount of the Existing Notes for $250.0 million of new 7.95% convertible senior secured notes due 2028, along with an aggregate of approximately $143.4 million in cash, including accrued and unpaid interest. The New Notes will be senior, secured obligations of the Company, will be guaranteed by certain of the Company’s subsidiaries, and will bear interest at a rate of 7.95% per annum. Subject to certain restrictions, noteholders may convert the New Notes at any time until two scheduled trading days prior to maturity. The initial conversion rate is 349.6503 shares per $1,000 principal amount, reflecting a conversion price of approximately $2.86 per share. This rate is subject to adjustment based on certain events. The Company expects to close the Exchange on or around May 27, 2025.