Victoria's Secret acquires Adore Me for $400M upfront, up to $300M in earn-outs

Victoria's Secret & Co.

Initial $400M cash payment for 100% of Adore Me; structured deal with up to $300M additional consideration.
Transaction includes fixed $80M+ payment by Jan 2025 and contingent payments based on EBITDA/revenue targets.
Adore Me serves 1.2M active customers; offers Home Try-On and subscription models; is a Certified B Corp.
Deal approved by VSCO Board; expected to close by end of January 2023, subject to HSR clearance.
VSCO to finance with cash on hand; aims to leverage Adore Me's digital tech and value-segment customer base.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Victoria's Secret & Co. entered into Agreement and Plan of Merger with Adore Me, Inc. valued at $400.0 million (effective 2022-11-01).

Action: entry
Agreement: merger
Counterparty: Adore Me, Inc.
Value: $400.0 million
Effective: 2022-11-01

Exact text from the filing

On November 1, 2022, Victoria’s Secret & Co. (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, Fashion Holding Group, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Merger Sub ”), AdoreMe, Inc., a Delaware corporation (“ Adore Me ”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as representative for the Adore Me equityholders

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Victoria's Secret & Co. filing history →

Source: SEC EDGAR

accession 0001193125-22-274458

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