FIGS Inc. strikes deal with Baron Capital, sets new shareholder terms

EditorNatashya Angelica
Published 14/01/2025, 14:52
FIGS Inc. strikes deal with Baron Capital, sets new shareholder terms
FIGS
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In a recent development, FIGS Inc., a company specializing in healthcare apparel with a market capitalization of $1.01 billion, disclosed a Binding Term Sheet agreement with investment firms Baron Capital Management, Inc. (BCM) and BAMCO, Inc. (together referred to as Baron).

According to InvestingPro data, FIGS maintains a strong financial health score, holding more cash than debt on its balance sheet. This agreement, dated January 13, 2025, outlines a framework for a forthcoming stockholders agreement (SHA) and imposes certain restrictions on Baron's activities as a major shareholder.

Under the terms of the agreement, Baron, which holds a significant portion of FIGS' Class A common stock, will be subject to standstill restrictions preventing it from purchasing additional equity without the company's consent until it owns less than 17.5% of the outstanding shares.

The company's strong liquidity position is evident in its impressive current ratio of 4.58, indicating substantial liquid assets exceeding short-term obligations. These restrictions extend to shares Baron may acquire under a separate Put-Call Agreement dated January 7, 2025.

Furthermore, Baron has agreed to specific transfer restrictions on the Put-Call Shares during the standstill period, which is in effect until the occurrence of certain events, including any change in FIGS' CEO position or Baron's share ownership dropping below the 17.5% threshold.

In terms of voting rights, Baron's discretion is somewhat limited. Any shares it holds above a 25% threshold must be voted in line with the company board's recommendations during the standstill period.

The forthcoming SHA will also grant Baron customary registration rights, which include demand, piggyback, and shelf registration rights, enabling Baron to register its shares for sale to the public under certain conditions.

FIGS' announcement contains forward-looking statements regarding the anticipated SHA and the expected relationship between the company and Baron, based on current management expectations. However, these statements are subject to risks and uncertainties, and actual results could differ materially.

This news comes as FIGS continues to focus on growth, profitability, and maintaining its brand reputation in the competitive healthcare apparel market. The company maintains impressive gross profit margins of 67.7%, though it currently trades at a relatively high earnings multiple. InvestingPro analysis suggests the stock is currently fairly valued, with additional insights available through their comprehensive Pro Research Report, which provides deep-dive analysis of 1,400+ US equities.

The information reported is based on a press release statement and FIGS Inc.'s filing with the Securities and Exchange Commission (SEC).

In other recent news, healthcare apparel company FIGS Inc. reported a mixed bag of Q3 results. Despite a 17% growth, the firm saw a net revenue decrease of 2% to $140.2 million and a net loss of $1.7 million, a contrast to the profit of $6.1 million in the same quarter the previous year. In light of these developments, FIGS revised its 2024 revenue outlook to a decline of 1% to flat and adjusted its EBITDA margin projections to approximately 8%.

Long-term shareholder, Applied Fundamental Research (AFR), has urged FIGS to define a clear capital allocation strategy to enhance shareholder value. AFR's analysis reveals FIGS' strong financial health, with a current ratio of 4.58 and gross profit margins of nearly 68%. The firm suggested FIGS articulate investment priorities and manage excess cash on the balance sheet through share repurchases.

Despite a challenging period, FIGS maintains a strong balance sheet with $281.7 million in cash and no debt. The company continues its international expansion, now operating in 33 countries, with plans to open a Canadian distribution center in H2 2025. In addition, FIGS is investing $25 million in a new company, OOG, aimed at enhancing community engagement and education.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

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