e.l.f. Beauty, Inc. (NYSE:ELF) Files An 8-K Termination of a Material Definitive Agreement

As described in its Form 4 filed with the Securities and Exchange Commission on December 4, 2019, TPG elf Holdings, L.P. (“TPG”) sold approximately 3.6 million shares of common stock of e.l.f. Beauty, Inc. (the “Company”) on December 2, 2019 (the “December TPG Sale”), which resulted in TPG being the registered holder of approximately 7.3% of the outstanding shares of common stock of the Company. TPG, however, may be deemed to have had beneficial ownership of additional shares as of that date under the Second Amended and Restated Stockholders Agreement (the “Stockholders Agreement”), dated as of March 3, 2017, by and among the Company, TPG and certain other additional equity holders of the Company, including the following executive officers of the Company: Tarang P. Amin (and certain of Mr. Amin’s family trusts), Richard F. Baruch and Scott K. Milsten (and a family trust of Mr. Milsten).

TPG first acquired a majority interest in the Company in January 2014 and was the beneficial owner of approximately 57% of the equity of the Company prior to the Company’s initial public offering in September 2016. In connection with the Company’s initial public offering, TPG, the Company and additional equity holders of the Company (including the executives listed above) entered into the predecessor agreement to the Stockholders Agreement, which granted TPG certain rights customarily granted to majority equity sponsors, including the right to designate one, two or three nominees for election to the Board of Directors of the Company (the “Board”) based upon TPG’s ownership interest in the Company. TPG’s ownership interest in the Company after the December TPG Sale continued to afford TPG the right under the Stockholders Agreement to designate one nominee for election to the Board.

In connection with the December TPG Sale and TPG’s reduced ownership interest in the Company:

As of December 4, 2019, after giving effect to the termination of the Stockholders Agreement, TPG was the beneficial owner of approximately 7.3% of the outstanding shares of common stock of the Company and Mr. Amin, together with his related family trusts, was the beneficial owner of approximately 12.8% of the outstanding shares of common stock of the Company.

On December 3, 2019, Mr. Ellis resigned from his positions as a member of the Board and as a member of the Compensation Committee of the Board, effective December 3, 2019. Mr. Ellis has served on the Board and the Compensation Committee of the Board as the sole director designee of TPG to the Stockholders Agreement. Mr. Ellis’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Ellis’s resignation, the Board reduced the authorized size of the Board from nine to eight members, effective as of the effectiveness of Mr. Ellis’s resignation.

About e.l.f. Beauty, Inc. (NYSE:ELF)

e.l.f. Beauty, Inc., formerly J.A. Cosmetics Holdings, Inc., is a cosmetic company. The Company conducts its business under the name e.l.f. Cosmetics, and offers products for eyes, lips and face to consumers through its retail customers, e.l.f. stores and e-commerce channels. The Company offers a range of products for eyes, such as eyeshadow, eyeliner, mascara and eyelashes, eyebrows, concealer and primer, brushes and tools, and sets and palettes. The Company offers lipstick, lip gloss, lipliner, and lip care and brushes. The Company launches its products on elfcosmetics.com, and distribution is generally only broadened to its retail customers after it receives consumer validation online. The Company sells its products in national and international retailers (with international primarily serviced by distributors) and direct-to-consumer channels. It sells its products in retail stores in the United States across mass, drug store, food and specialty retail channels.