The Rhode acquisition by e.l.f. Beauty closed on August 5, 2025, for $800 million in upfront consideration, with up to $200 million in additional performance-based payments. The completed purchase of Hailey Rhode Bieber’s skincare and makeup brand was not a newly proposed transaction in October 2026.
Key Takeaways
- Rhode became a wholly owned subsidiary of e.l.f. Cosmetics in August 2025.
- Closing consideration comprised $600 million in cash and approximately $200 million in stock.
- Additional cash payments depend on Rhode’s revenue performance over three years after closing.
Table of Contents
- Rhode acquisition was completed, not newly proposed
- Revenue targets determine the additional payments
- Term loan supported the transaction
- Conclusion
Rhode acquisition was completed, not newly proposed
E.l.f. Beauty’s acquisition completion filing confirms that the transaction closed on August 5, 2025, under a merger agreement dated May 28, 2025. Rhode became a wholly owned subsidiary of e.l.f. Cosmetics when the merger was consummated.
The distinction matters for understanding both timing and price: $600 million represented the cash portion of the closing payment, not the entire cash-and-stock purchase price. The aggregate closing consideration was $800 million, subject to adjustments specified in the merger agreement.
The approximately $200 million stock component used a per-share value of $77.1685. That contractual value was based on a defined historical trading-price average, rather than the share price when the transaction closed.
| Item | Details |
|---|---|
| Term loan maturity | March 3, 2030 |
| Scheduled amortization start | December 31, 2025 |
| Quarterly principal installments | 1.25% of original principal for the first three years; 1.875% for the following two years |
| SOFR-based interest margin | 1.50%–2.25%, depending on consolidated total net leverage |
Revenue targets determine the additional payments
The agreement provided for two potential earn-out payments in cash. Rhode’s sellers could receive up to $100 million for achieving annual revenue projections prepared by the business over the three years following closing.
A further payment of up to $100 million depended on exceeding those projections by a specified amount over the same period. Including both components, total consideration could reach $1 billion before closing adjustments, but the contingent payments were not guaranteed.
These provisions separate the amount paid at closing from the eventual acquisition cost. The filing does not establish whether either performance threshold was subsequently met.
Term loan supported the transaction
E.l.f. established a $600 million term loan facility on August 5, 2025. Its permitted uses included paying part of the merger consideration, refinancing Rhode’s existing credit facility, covering transaction fees and expenses, and funding general corporate purposes.
The company said borrowings under its amended credit agreement funded part of the closing consideration. The amendment also increased the maximum permitted total net leverage ratio and raised interest margins on its existing revolving credit facility.
Conclusion
With the purchase completed in 2025, the remaining deal consideration depends on Rhode’s revenue performance during the three-year post-closing period. Achievement of the contractual earn-out thresholds, rather than another acquisition announcement, is the next transaction milestone to watch.
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