Introductory Note.
As previously disclosed, on March 26, 2026, Olaplex Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Henkel US Operations Corporation, a Delaware corporation (“Parent”), and Margot Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on July 7, 2026, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned Subsidiary of Parent (the “Merger”). Capitalized terms used herein but not otherwise defined have the respective meanings set forth in the Merger Agreement.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, on July 7, 2026, the Company repaid in full all outstanding indebtedness and terminated all commitments under that certain Credit Agreement, dated as of February 23, 2022, by and among Olaplex, Inc., as the borrower, Penelope Intermediate Corp., as holdings, Goldman Sachs Bank USA, as administrative agent for the lenders, as collateral agent for the secured parties, as an issuing bank and as the swingline lender, and each other lender and issuing bank from time to time party thereto (as amended, the “Credit Agreement”). The Company’s payment to the lenders under the Credit Agreement was approximately $357.6 million, which satisfies all of the Company’s outstanding debt obligations under the Credit Agreement (other than any contingent unasserted obligations which by their terms survive the termination of the Credit Agreement). The Company did not incur any early termination penalties as a result of the repayment of indebtedness or termination of the Credit Agreement. In connection with the repayment of outstanding indebtedness by the Company, the borrower and holdings were automatically released from all security interests, liens, encumbrances and guarantees under the Credit Agreement and the other related collateral documents.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share (a “Share” and collectively, the “Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than Shares held by the Company as treasury stock or held directly by Parent or Merger Sub, or any direct or indirect wholly owned Subsidiaries of the Company, Parent or Merger Sub immediately prior to the Effective Time that are canceled or converted and other than Dissenting Shares), was converted automatically into the right to receive $2.06 per Share (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding of taxes required by applicable law as provided in the Merger Agreement, and all such Shares were automatically canceled and ceased to exist.
Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Shares granted under the Company’s 2021 Equity Incentive Plan, the Company’s Amended & Restated 2020 Omnibus Equity Incentive Plan and any other effective equity or equity-based incentive plan sponsored by the Company or its affiliates (each such option a “Company Option”, and such equity or equity-based incentive plans, collectively, the “Company Equity Plans”) that was outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) was automatically canceled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the aggregate number of Shares underlying such Company Option multiplied by (y) the excess, if any, of the Merger Consideration over the per Share exercise price of such Company Option; provided, however, that any Company Option that had a per Share exercise price that was equal to or greater than the Merger Consideration was canceled for no consideration.
Pursuant to the Merger Agreement, at the Effective Time, each award of restricted stock units covering Shares granted under the Company Equity Plans (each, a “Company RSU Award”) that was outstanding immediately prior to the Effective Time (whether vested or unvested) was automatically canceled and converted into the right to receive (without interest) an amount in cash equal to the product of (x) the aggregate number of Shares underlying such Company RSU Award multiplied by (y) the Merger Consideration.
The information set forth in the Introductory Note and Items 3.03, 5.01, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was included as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on March 26, 2026 and is incorporated herein by reference.
