e.l.f. Beauty, Inc. Announces Pricing of Upsized Secondary Public Offering of Common Stock

OAKLAND, Calif.--()--e.l.f. Beauty, Inc. (NYSE:ELF) today announced the pricing of the secondary public offering of 8,340,000 shares of its common stock at a public offering price of $27.00 per share. All of such shares will be offered and sold by stockholders of e.l.f., and the selling stockholders will receive all of the net proceeds from this offering. e.l.f. will not be selling any shares of its common stock. In addition, certain selling stockholders have granted the underwriters a 30-day option to purchase from the selling stockholders up to an additional 1,251,000 shares of common stock at the public offering price, less the underwriting discounts and commissions.

The closing of the offering is expected to occur on April 5, 2017, subject to the satisfaction of customary closing conditions.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as joint lead book-running managers in the proposed offering. Piper Jaffray & Co. and Wells Fargo Securities, LLC are also acting as book-running managers in the proposed offering. William Blair & Company, L.L.C., BMO Capital Markets Corp., Cowen and Company, LLC, Stifel, Nicolaus & Company, Incorporated and SunTrust Robinson Humphrey, Inc. are acting as co-managers in the proposed offering.

A registration statement relating to the securities was declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering will be made by the selling stockholders only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained, when available, from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling toll-free at (866) 803-9204 or Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department.

About e.l.f. Beauty, Inc.

e.l.f. makes luxurious beauty accessible for all women to play beautifully®. Established in 2004 as an e-commerce business (www.elfcosmetics.com), e.l.f. has become a true multi-channel brand through its e.l.f. stores and national distribution at Target, Walmart, CVS, Old Navy and other leading retailers.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements, including statements regarding the secondary public offering, are based on the Company’s current plans and expectations and involve risks and uncertainties which are, in many instances, beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, but are not limited to: the Company’s ability to grow Net Sales, Gross Margin, Adjusted EBITDA, Adjusted Net Income and Adjusted Pro Forma Diluted earnings per share as anticipated; the Company’s ability to effectively compete with other cosmetics companies; the Company’s ability to successfully introduce new products; the loss of one or more of the Company’s key retail customers or if the general business performance of its key retail customers declines; the consequences if the Company fails to maintain the quality , performance and safety of its products; the Company’s ability to successfully implement its growth strategy; the Company’s ability to grow its business at historic rates, or at all, and to manage growth effectively; any damage to the Company’s reputation or brand; the loss of, or damage to, the Company’s warehouse and distribution center and/or the manufacturing facilities or distribution centers of its third-party manufacturers and suppliers; the loss of the third-party suppliers, manufacturers, distributors and other vendors that the Company relies on to produce products or provide services that are consistent with its standards or applicable regulatory requirements; the Company’s ability to effectively manage its inventory; the Company’s ability to manage its debt obligations; the Company’s ability to maintain sufficient liquidity to sustain its business and meet seasonal working capital requirements; the Company’s ability to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, and to effectively resolve issues in a timely manner if they occur; the Company’s ability to protect sensitive information of its consumers and information technology systems against security breaches; the Company’s ability to manage the political, legal and economic risks associated with its operations in China; and other risks and uncertainties that may be described from time to time in the Company’s reports and filings with the Securities and Exchange Commission, including the risks and uncertainties set forth in the Company’s Registration Statement on Form S-1 originally filed with the Securities and Exchange Commission on March 15, 2017, as amended. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995, as amended, and speak only as of the date hereof. The Company undertakes no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaims any obligation to do so other than as may be required by law.



ICR, Inc.
Allison Malkin, 203-682-8200
Brittany Rae Fraser, 646-277-1231

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