Victoria's Secret & Co. (VSCO): M&A transaction — Victoria's Secret completes $400M Adore Me buy; Brand CEO resigns

Victoria's Secret & Co.

Acquired 100% of Adore Me for ~$400M cash on cash-free, debt-free basis; earnout of $80M-$300M possible.
Adore Me had ~$250M profitable sales in FY2022; deal expected to be earnings and cash flow accretive in 2023.
Brand CEO Amy Hauk resigns effective March 31, 2023; CEO Martin Waters assumes Brand CEO responsibilities.
Acquisition accelerates digital modernization and customer engagement for Victoria's Secret and PINK brands.
Adore Me to operate as a standalone growth vehicle, leveraging technology across the VS&Co portfolio.

item 2.01 item 5.02 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Role change

Martin Waters

Brand CEO

VSCO · Victoria's Secret & Co.

Effective: 2023-03-31
Filed: January 3, 2023, 6:59 PM ET

Following Ms. Hauk’s departure, Martin Waters will continue to serve as CEO of the Company and will also assume the responsibilities of Brand CEO.

Departed

Amy Hauk

Brand CEO

VSCO · Victoria's Secret & Co.

Effective: 2023-03-31
Successor: Martin Waters
Filed: January 3, 2023, 6:59 PM ET

On December 27, 2022, Amy Hauk notified the Company of her decision to resign as Brand CEO, effective March 31, 2023.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Martin Waters changed role as Brand CEO at Victoria's Secret & Co..

Action: assume
Role: Brand CEO

Exact text from the filing

Following Ms. Hauk’s departure, Martin Waters will continue to serve as CEO of the Company and will also assume the responsibilities of Brand CEO.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Amy Hauk resigned as Brand CEO at Victoria's Secret & Co..

Action: resigned
Role: Brand CEO

Exact text from the filing

On December 27, 2022, Amy Hauk notified the Company of her decision to resign as Brand CEO, effective March 31, 2023.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Victoria's Secret & Co. completed an acquisition involving Adore Me, Inc. for approximately $400.0 million in cash (closed 2022-12-30).

Action: acquisition
Counterparty: Adore Me, Inc.
Consideration: approximately $400.0 million in cash
Closing: 2022-12-30

Exact text from the filing

for the Adore Me equityholders. Pursuant to the Merger Agreement, the Company acquired all of the equity interests of Adore Me for an aggregate purchase price of approximately $400.0 million in cash, on a cash-free, debt-free basis, subject to customary post-closing adjustments contemplated by the Merger Agreement. The Merger Agreement also provides for post-closing

View on SEC.gov

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Victoria's Secret & Co. filing history →

Source: SEC EDGAR

accession 0001193125-23-000224

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