Helen of Troy Limited Inks Deal to Acquire Olive & June

Helen of Troy Limited has entered into a definitive merger agreement to acquire the business of Olive & June, LLC.

The total purchase consideration is expected to be $225 million in cash at closing, subject to certain customary closing adjustments, and a $15 million earnout subject to performance over three years. The total purchase price implies a multiple of less than 11 times estimated calendar year 2025 adjusted EBITDA before synergies, which compares favorably to the Company’s recent transactions. The company expects Olive & June’s calendar year 2024 net sales revenue to be approximately $92 million.

The acquisition is expected to be immediately accretive to Helen of Troy’s revenue growth rate, gross profit margin, adjusted EBITDA margin, adjusted diluted EPS growth rate and free cash flow conversion. The company expects its pro forma net leverage ratio to be three times or less at the estimated time of closing.

“We could not be more excited to add Olive & June to our portfolio of leading brands and we welcome its passionate associates and visionary leadership team to the Helen of Troy family,” said Noel M. Geoffroy, Helen of Troy, CEO. “We believe Olive & June is an excellent fit with Helen of Troy both strategically and financially. Olive & June’s innovation-driven performance, highly relevant vision of democratizing nail care for everyone, award-winning products and unique consumer engagement model are impressive and inspiring. We see significant opportunities to build on its strengths in consumer obsession and breakthrough commercial and product innovation, in addition to helping expand the brand’s availability with increased distribution. Olive & June complements our existing Beauty portfolio and broadens us beyond the Hair category, adding a consumables business that is both high growth and high margin.”

Supported Model Operation

Eleven-year-old Olive & June is an innovative, omni-channel nail care brand aiming to “trailblaze” a DIY nail revolution. Within the multi-billion-dollar beauty industry, Olive & June plays across all nail care categories: polish, artificial, tools, treatment and care, delivering a salon-quality experience at home, per the brand. Its consumer solutions-driven product innovation and digital-first model to engage and educate consumers drives brand loyalty and social media engagement well above the category averages.

As the company continues to focus on elevating the health and performance of its core brand portfolio, it intends for Olive & June to operate in a stand-alone but supported model, with the brand continuing to operate largely as it is currently operated, with the exception in areas where the company believes it can accelerate Olive & June’s momentum.

In September 2024, the company executed interest rate swaps on an additional $250 million of notional value with respect to its outstanding variable rate debt. The additional swaps fix the interest rate for the additional notional value at an average SOFR rate of 3.7% compared to current 30-day SOFR of 4.6% for an average period of 18 months from the date of execution. As of Nov. 20, 2024, approximately 71% of the company’s total debt is fixed at an average SOFR rate of 3.9% through February 2026.

The acquisition is expected to close before 2024, subject to customary closing conditions, including regulatory approvals.